EX-4.11



 






Exhibit 4.11




$300,000,000




SECOND AMENDED AND RESTATED CREDIT AGREEMENT




dated as of November 23, 2005,




among




GENERAL CABLE INDUSTRIES, INC.,

as Borrower,




GENERAL CABLE CORPORATION




and




THE OTHER GUARANTORS PARTY HERETO,

as Guarantors,




THE LENDERS PARTY HERETO,




MERRILL LYNCH CAPITAL, a division of

Merrill Lynch Business Financial Services Inc.,

as Collateral Agent,




NATIONAL CITY BUSINESS CREDIT, INC.,

as Syndication Agent,




BANK OF AMERICA, N.A.,

as Documentation Agent,




MERRILL LYNCH CAPITAL, a division of

Merrill Lynch Business Financial Services Inc., and

UBS SECURITIES LLC,

as Joint Lead Arrangers,




MERRILL LYNCH CAPITAL, a division of

Merrill Lynch Business Financial Services Inc.,

as Administrative Agent and Swingline Lender




UBS AG, STAMFORD BRANCH,

as Issuing Bank




and




MERRILL LYNCH BANK USA,

as Issuing Bank




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE I. DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 1.01	 	Defined Terms	 	 	2	 
	 
	 	SECTION 1.02	 	Classification of Loans and Borrowings	 	 	47	 
	 
	 	SECTION 1.03	 	Terms Generally	 	 	47	 
	 
	 	SECTION 1.04	 	Accounting Terms; GAAP	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II. THE CREDITS	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 2.01	 	Commitments	 	 	48	 
	 
	 	SECTION 2.02	 	Loans	 	 	49	 
	 
	 	SECTION 2.03	 	Borrowing Procedure	 	 	51	 
	 
	 	SECTION 2.04	 	Evidence of Debt; Repayment of Loans	 	 	52	 
	 
	 	SECTION 2.05	 	Fees	 	 	52	 
	 
	 	SECTION 2.06	 	Interest on Loans and Default Compensation	 	 	54	 
	 
	 	SECTION 2.07	 	Termination and Reduction of Commitments	 	 	54	 
	 
	 	SECTION 2.08	 	Interest Elections	 	 	55	 
	 
	 	SECTION 2.09	 	[Intentionally Omitted]	 	 	56	 
	 
	 	SECTION 2.10	 	Optional and Mandatory Prepayments of Loans	 	 	56	 
	 
	 	SECTION 2.11	 	Alternate Rate of Interest	 	 	60	 
	 
	 	SECTION 2.12	 	Increased Costs	 	 	60	 
	 
	 	SECTION 2.13	 	Breakage Payments	 	 	61	 
	 
	 	SECTION 2.14	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	 	 	62	 
	 
	 	SECTION 2.15	 	Taxes	 	 	64	 
	 
	 	SECTION 2.16	 	Mitigation Obligations; Replacement of Lenders	 	 	65	 
	 
	 	SECTION 2.17	 	Swingline Loans	 	 	66	 
	 
	 	SECTION 2.18	 	Letters of Credit	 	 	67	 
	 
	 	SECTION 2.19	 	Determination of Borrowing Base	 	 	73	 
	 
	 	SECTION 2.20	 	Commitment Increase	 	 	78	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III. REPRESENTATIONS AND WARRANTIES	 	 	79	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 3.01	 	Organization; Powers	 	 	79	 
	 
	 	SECTION 3.02	 	Authorization; Enforceability	 	 	80	 
	 
	 	SECTION 3.03	 	Governmental Approvals; No Conflicts	 	 	80	 
	 
	 	SECTION 3.04	 	Financial Statements	 	 	80	 
	 
	 	SECTION 3.05	 	Properties	 	 	81	 
	 
	 	SECTION 3.06	 	Equity Interests and Subsidiaries	 	 	84	 
	 
	 	SECTION 3.07	 	Litigation; Compliance with Laws	 	 	84	 
	 
	 	SECTION 3.08	 	Agreements	 	 	85	 
	 
	 	SECTION 3.09	 	Federal Reserve Regulations	 	 	85	 
	 
	 	SECTION 3.10	 	Investment Company Act; Public Utility Holding Company Act	 	 	85	 






i









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	SECTION 3.11	 	Use of Proceeds	 	 	85	 
	 
	 	SECTION 3.12	 	Taxes	 	 	85	 
	 
	 	SECTION 3.13	 	No Material Misstatements	 	 	86	 
	 
	 	SECTION 3.14	 	Labor Matters	 	 	86	 
	 
	 	SECTION 3.15	 	Solvency	 	 	86	 
	 
	 	SECTION 3.16	 	Employee Benefit and Pension Plans	 	 	87	 
	 
	 	SECTION 3.17	 	Environmental Matters	 	 	88	 
	 
	 	SECTION 3.18	 	Insurance	 	 	89	 
	 
	 	SECTION 3.19	 	Security Documents	 	 	89	 
	 
	 	SECTION 3.20	 	Equity Financing Documents; Representations and Warranties in Agreement	 	 	90	 
	 
	 	SECTION 3.21	 	[Intentionally Omitted.]	 	 	90	 
	 
	 	SECTION 3.22	 	Location of Material Inventory	 	 	90	 
	 
	 	SECTION 3.23	 	Accuracy of Borrowing Base	 	 	90	 
	 
	 	SECTION 3.24	 	Post-Audit Asset Dispositions	 	 	91	 
	 
	 	SECTION 3.25	 	Holding Companies; Inactive Subsidiaries	 	 	91	 
	 
	 	SECTION 3.26	 	Common Enterprise	 	 	91	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV. CONDITIONS TO CREDIT EXTENSIONS	 	 	91	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 4.01	 	Conditions to Continue to Fund the Credit Extensions	 	 	91	 
	 
	 	SECTION 4.02	 	Conditions to All Credit Extensions	 	 	94	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V. AFFIRMATIVE COVENANTS	 	 	95	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 5.01	 	Financial Statements, Reports, etc	 	 	95	 
	 
	 	SECTION 5.02	 	Litigation and Other Notices	 	 	98	 
	 
	 	SECTION 5.03	 	Existence; Businesses and Properties	 	 	98	 
	 
	 	SECTION 5.04	 	Insurance	 	 	99	 
	 
	 	SECTION 5.05	 	Obligations and Taxes	 	 	100	 
	 
	 	SECTION 5.06	 	Employee Benefits and Pension Plans	 	 	100	 
	 
	 	SECTION 5.07	 	Maintaining Records; Access to Properties and Inspections	 	 	101	 
	 
	 	SECTION 5.08	 	Use of Proceeds	 	 	101	 
	 
	 	SECTION 5.09	 	Compliance with Environmental Laws; Environmental Reports	 	 	102	 
	 
	 	SECTION 5.10	 	[Intentionally Omitted]	 	 	102	 
	 
	 	SECTION 5.11	 	Additional Collateral; Additional Guarantors	 	 	102	 
	 
	 	SECTION 5.12	 	Security Interests; Further Assurances	 	 	104	 
	 
	 	SECTION 5.13	 	Information Regarding Collateral; Corporate Identity or Taxpayer Identifications	 	 	104	 
	 
	 	SECTION 5.14	 	Post-Closing Collateral Matters	 	 	105	 
	 
	 	SECTION 5.15	 	Borrowing Base-Related Reports	 	 	105	 
	 
	 	SECTION 5.16	 	[Intentionally Omitted]	 	 	107	 
	 
	 	SECTION 5.17	 	[Intentionally Omitted]	 	 	107	 
	 
	 	SECTION 5.18	 	Maintenance of Real Property	 	 	107	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE VI. NEGATIVE COVENANTS	 	 	107	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 6.01	 	Indebtedness	 	 	108	 
	 
	 	SECTION 6.02	 	Liens	 	 	111	 
	 
	 	SECTION 6.03	 	Sale and Leaseback Transactions	 	 	114	 
	 
	 	SECTION 6.04	 	Investments, Loans and Advances	 	 	114	 
	 
	 	SECTION 6.05	 	Mergers, Consolidations, Sales of Assets and Acquisitions	 	 	117	 
	 
	 	SECTION 6.06	 	Restricted Payments	 	 	119	 
	 
	 	SECTION 6.07	 	Transactions with Affiliates	 	 	121	 
	 
	 	SECTION 6.08	 	Financial Covenants	 	 	122	 
	 
	 	SECTION 6.09	 	Limitation on Modifications of
Indebtedness; Modifications of Certificate of Incorporation, or Other Constitutive Documents, By-laws and Certain Other Agreements, etc	 	 	122	 
	 
	 	SECTION 6.10	 	Limitation on Certain Restrictions on Subsidiaries	 	 	122	 
	 
	 	SECTION 6.11	 	Limitation on Issuance of Capital Stock	 	 	123	 
	 
	 	SECTION 6.12	 	Limitation on Creation of Subsidiaries	 	 	123	 
	 
	 	SECTION 6.13	 	Business	 	 	124	 
	 
	 	SECTION 6.14	 	Limitation on Accounting Changes	 	 	124	 
	 
	 	SECTION 6.15	 	Fiscal Year	 	 	124	 
	 
	 	SECTION 6.16	 	No Negative Pledges	 	 	124	 
	 
	 	SECTION 6.17	 	Lease Obligations	 	 	124	 
	 
	 	SECTION 6.18	 	Upstream Restrictions	 	 	124	 
	 
	 	SECTION 6.19	 	Holdings Companies; Inactive Subsidiaries	 	 	125	 
	 
	 	SECTION 6.20	 	Material Agreements	 	 	125	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII. GUARANTEE	 	 	125	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 7.01	 	The Guarantee	 	 	125	 
	 
	 	SECTION 7.02	 	Obligations Unconditional	 	 	126	 
	 
	 	SECTION 7.03	 	Reinstatement	 	 	127	 
	 
	 	SECTION 7.04	 	Subrogation; Subordination	 	 	128	 
	 
	 	SECTION 7.05	 	Remedies	 	 	128	 
	 
	 	SECTION 7.06	 	Instrument for the Payment of Money	 	 	128	 
	 
	 	SECTION 7.07	 	Continuing Guarantee	 	 	128	 
	 
	 	SECTION 7.08	 	General Limitation on Guarantee Obligations	 	 	128	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT	 	 	130	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE
IX. COLLATERAL MATTERS; CASH COLLATERAL ACCOUNTS; APPLICATION OF
COLLATERAL PROCEEDS
	 	 	133	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 9.01	 	Accounts and Account Collections	 	 	133	 
	 
	 	SECTION 9.02	 	Inventory; Field Audits and Appraisals	 	 	136	 
	 
	 	SECTION 9.03	 	Equipment, Real Property and Appraisals	 	 	136	 
	 
	 	SECTION 9.04	 	Cash Collateral Account	 	 	137	 
	 
	 	SECTION 9.05	 	Application of Proceeds	 	 	137	 






iii









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE X. THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT	 	 	138	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 10.01	 	Appointment	 	 	138	 
	 
	 	SECTION 10.02	 	Administrative Agent and Collateral Agent in Their Individual Capacity	 	 	139	 
	 
	 	SECTION 10.03	 	Exculpatory Provisions	 	 	139	 
	 
	 	SECTION 10.04	 	Reliance by the Administrative Agent and the Collateral Agent	 	 	140	 
	 
	 	SECTION 10.05	 	Delegation of Duties	 	 	140	 
	 
	 	SECTION 10.06	 	Successor Administrative Agent and/or Collateral Agent	 	 	141	 
	 
	 	SECTION 10.07	 	Non-Reliance on the Administrative Agent, the Collateral Agent or Other Lenders	 	 	141	 
	 
	 	SECTION 10.08	 	No Other Administrative Agent or Collateral Agent	 	 	142	 
	 
	 	SECTION 10.09	 	Indemnification	 	 	142	 
	 
	 	SECTION 10.10	 	Overadvances	 	 	142	 
	 
	 	SECTION 10.11	 	Special Agent Advances	 	 	143	 
	 
	 	SECTION 10.12	 	Revolving Loan Advances; Payments and Settlements; Interest and Fee Payments	 	 	144	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE XI. MISCELLANEOUS	 	 	145	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 11.01	 	Notices	 	 	145	 
	 
	 	SECTION 11.02	 	Waivers; Amendment; Releases of Collateral	 	 	146	 
	 
	 	SECTION 11.03	 	Expenses; Indemnity	 	 	149	 
	 
	 	SECTION 11.04	 	Successors and Assigns	 	 	150	 
	 
	 	SECTION 11.05	 	Survival of Agreement	 	 	153	 
	 
	 	SECTION 11.06	 	Counterparts; Integration; Effectiveness	 	 	153	 
	 
	 	SECTION 11.07	 	Severability	 	 	153	 
	 
	 	SECTION 11.08	 	Right of Setoff	 	 	153	 
	 
	 	SECTION 11.09	 	Governing Law; Jurisdiction; Consent to Service of Process	 	 	154	 
	 
	 	SECTION 11.10	 	Waiver of Jury Trial	 	 	154	 
	 
	 	SECTION 11.11	 	Headings	 	 	155	 
	 
	 	SECTION 11.12	 	Confidentiality	 	 	155	 
	 
	 	SECTION 11.13	 	Interest Rate Limitation	 	 	156	 
	 
	 	SECTION 11.14	 	Lender Addendum	 	 	156	 
	 
	 	SECTION 11.15	 	Dollar Equivalent Calculations	 	 	156	 
	 
	 	SECTION 11.16	 	Judgment Currency	 	 	156	 
	 
	 	SECTION 11.17	 	Patriot Act	 	 	157	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE XII. AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT	 	 	157	 






iv









 






	 	 	 
	ANNEXES
	 	 
	 
	 	 
	Annex I

	 	Applicable Margin
	Annex II

	 	Closing Checklist
	 
	 	 
	SCHEDULES
	 	 
	 
	 	 
	Schedule 1.01(a)

	 	Mortgaged Real Property
	Schedule 1.01(b)

	 	Refinancing Indebtedness To Be Repaid
	Schedule 1.01(c)

	 	Guarantors
	Schedule 1.01(d)

	 	Eligible Equipment and Eligible Real Property
	Schedule 1.01(e)

	 	Locations of Eligible Equipment
	Schedule 1.01(f)

	 	Intercompany Agreements
	Schedule 3.03

	 	Governmental Approvals; Compliance with Laws
	Schedule 3.05(b)

	 	Real Property; Maintenance and Repairs
	Schedule 3.06(a)

	 	Subsidiaries
	Schedule 3.06(c)

	 	Corporate Organizational Chart
	Schedule 3.08(c)

	 	Material Agreements
	Schedule 3.16

	 	Canadian Pension Plans
	Schedule 3.17

	 	Environmental Matters
	Schedule 3.18

	 	Insurance
	Schedule 3.22

	 	Location of Material Inventory
	Schedule 4.01(d)

	 	Local Counsel
	Schedule 4.01(n)

	 	Landlord Access Agreements
	Schedule 4.01(o)(iii)

	 	Title Insurance Amounts
	Schedule 5.14

	 	Post-Closing Matters
	Schedule 6.01(b)

	 	Existing Indebtedness
	Schedule 6.01(c)

	 	Existing Interest Rate Protection Agreements
	Schedule 6.02(c)

	 	Existing Liens
	Schedule 6.04(a)

	 	Existing Investments
	Schedule 6.18

	 	Holdings Companies; Inactive Subsidiaries
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit A-1

	 	Form of Administrative Questionnaire
	Exhibit A-2

	 	Form of Compliance Certificate
	Exhibit A-3

	 	Form of LC Request
	Exhibit A-4

	 	Form of Lender Addendum
	Exhibit B

	 	Form of Assignment and Acceptance
	Exhibit C

	 	Form of Borrowing Request
	Exhibit D

	 	Form of Interest Election Request
	Exhibit E

	 	Form of Joinder Agreement
	Exhibit ECI

	 	Form of Customer Agreement






v









 






	 	 	 
	Exhibit F

	 	Form of Landlord Lien Waiver and Access Agreement
	Exhibit G

	 	Form of Mortgage
	Exhibit H-1

	 	Form of Revolving Note
	Exhibit H-2

	 	Form of Swingline Note
	Exhibit I-1

	 	Form of Perfection Certificate
	Exhibit I-2

	 	Form of Perfection Certificate Supplement
	Exhibit J-1

	 	Form of US Security Agreement
	Exhibit J-2

	 	Form of Canadian Security Agreement
	Exhibit K

	 	Form of Opinion of Blank Rome LLP
	Exhibit L

	 	Form of Intercompany Note
	Exhibit M

	 	Form of Borrowing Base Certificate
	Exhibit SHA

	 	Cross Currency Swap Transaction
	Exhibit 12

	 	Exiting Lender Interest






vi









 






SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 23,
2005, is among GENERAL CABLE INDUSTRIES, INC., a Delaware corporation (“Borrower”), the Guarantors
(such term and each other capitalized term used but not defined herein having the meaning given to
it in Article I), the Lenders, MERRILL LYNCH CAPITAL a division of Merrill Lynch Business
Financial Services Inc. and UBS SECURITIES LLC, as joint lead arrangers (collectively, in such
capacity, “Arrangers”), NATIONAL CITY BUSINESS CREDIT, INC., as syndication agent (in such
capacity, “Syndication Agent”), BANK OF AMERICA, N.A., as documentation agent (in such capacity,
“Documentation Agent”), UBS AG, STAMFORD BRANCH, in its individual capacity (in such capacity,
“UBS”), as issuing bank and MERRILL LYNCH BANK USA, in its individual capacity (in such capacity,
“Merrill Lynch Bank”), as issuing bank (UBS and Merrill Lynch Bank each in such capacity, “Issuing
Bank”), and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., in
its individual capacity (in such capacity, “Merrill”), as swingline lender (in such capacity,
“Swingline Lender”), as Administrative Agent (in such capacity, “Administrative Agent”) for the
Lenders, and collateral agent and as security trustee (in such capacity, “Collateral Agent”) for
the Secured Parties.



WITNESSETH:




     WHEREAS, Borrower and certain parties hereto are parties to an Amended and Restated Credit
Agreement, dated as of October 22, 2004 (as amended, supplemented or otherwise modified prior to
the date hereof, the “Prior Credit Agreement”), pursuant to which the Lenders extended
Revolving Loans and other Credit Extensions in an aggregate principal amount at any time
outstanding not in excess of $275.0 million for the purposes of (a) restating and refinancing
outstanding borrowings under the Original Credit Agreement (as hereinafter defined), (b) financing
any Permitted Loan Funded Acquisition and (c) providing funds for general corporate purposes of
Borrower;



     WHEREAS, immediately prior to the effectiveness of this Agreement, UBS will resign as the
administrative agent under the Prior Credit Agreement and the other Loan Documents and, pursuant to
this Agreement, Merrill will be appointed as the Administrative Agent hereunder and under the other
Loan Documents;



     WHEREAS, Borrower, the Administrative Agent, the Collateral Agent and Lenders desire to amend
and restate the Prior Credit Agreement on the terms set forth herein to, among other things, (a)
reduce the Applicable Margins as set forth herein and (b) increase the aggregate Revolving
Commitments.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter
contained, and for other good and valuable consideration, the parties hereto agree to amend and
restate the Prior Credit Agreement in its entirety as follows:



1









 





ARTICLE I.




DEFINITIONS




     SECTION 1.01 Defined Terms. As used in this Agreement, the following terms shall have
the meanings specified below:



     “ABR”, when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate
Base Rate.



     “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.



     “ABR Loan” shall mean any ABR Revolving Loan.



     “ABR Revolving Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans.



     “ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by
reference to the Alternate Base Rate in accordance with the provisions of Article II.



     “Account Debtor” shall mean any Person who may become obligated to another Person under, with
respect to, or on account of, an Account.



     “Accounting Changes” shall have meaning assigned to such term in Section 1.04.



     “Accounts” shall mean all “accounts,” as such term is defined in the UCC, in which any Person
now or hereafter has rights, including, without limitation, any and all rights to payment for the
sale or lease of goods or rendition of services, whether or not they have been earned by
performance, in each case, for purposes of calculating the Borrowing Base, net of any credits,
rebates or offsets owed by Borrower or Borrowing Base Guarantors to the respective customer.



     “Acquisition Consideration” shall mean the purchase consideration for any Permitted
Acquisition and all other payments paid to or for the benefit of the seller by Holdings or any of
its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition,
whether paid in cash or by exchange of Equity Interests or of assets or otherwise and whether
payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at
any future time, whether or not any such future payment is subject to the occurrence of any
contingency, and includes any and all payments representing the purchase price and any assumptions
of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or
the terms of payment of which are, in any respect subject to or contingent upon the revenues,
income, cash flow or profits (or the like) of any Person or business.



     “Acquisition Debt Issuance” shall mean unsecured Indebtedness issued to seller(s) or to or
sold through financial institutions acceptable to the Administrative Agent in its reasonable
discretion as consideration for a Permitted Non-Loan Funded Acquisition in an amount, on such
terms (including ownership and structure of the Person being acquired and the identity of all



2









 





     obligors with respect to such debt), and subordinated to the Obligations in a manner and form
satisfactory to the Administrative Agent in its reasonable discretion as to right and time of
payment and as to any other terms, rights and remedies thereunder.



     “Activation Notice” shall have the meaning assigned to such term in Section
9.01(e)(i).



     “Adjusted LIBOR Rate” shall mean, with respect to any Eurodollar Revolving Borrowing for any
Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the next 1/100 of
1%) determined by the Administrative Agent to be equal to the LIBOR Rate for such Eurodollar
Revolving Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory
Reserves (if any) for such Eurodollar Revolving Borrowing for such Interest Period.



     “Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and
includes each other Person appointed as the successor pursuant to Article X.



     “Administrative Agent Fees” shall have the meaning assigned to such term in Section
2.05(b).



     “Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of
Exhibit A, or such other form as may be supplied from time to time by the Administrative
Agent.



     “Affiliate” shall mean, when used with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is
under common Control with the Person specified; provided, however, that, for
purposes of Section 6.07, the term “Affiliate” shall also include any Person that directly
or indirectly owns more than 20% of any class of Equity Interests of the Person specified or that
is an executive officer or director of the Person specified.



     “Agreement” shall have the meaning assigned to such term in the preamble hereto.



     “Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary,
to the next 1/100 of 1%) equal to the greater of (a) the Base Rate in effect on such day and (b)
the Federal Funds Effective Rate in effect on such day plus 0.50%. If the Administrative
Agent shall have determined (which determination shall be conclusive absent manifest error) that it
is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or
failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of
the definition thereof, the Alternate Base Rate shall be determined without regard to clause
(b) of the preceding sentence until the circumstances giving rise to such inability no longer
exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in the Base Rate or the
Federal Funds Effective Rate, respectively.



     “Applicable Margin” shall mean, for any day, with respect to any Revolving Loan, the
applicable percentage set forth in Annex I under the appropriate caption, based upon
average daily Excess Availability for the most recent fiscal quarter.



3









 





     “Arrangers” shall have the meaning assigned to such term in the preamble hereto.



     “Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or
other disposition (including by way of merger or consolidation and including any sale and leaseback
transaction) of any Property (including stock of any Subsidiary of Holdings by the holder thereof)
by Holdings, Intermediate Holdings, Borrower or any of their Subsidiaries to any Person other than
Borrower or any Guarantor (excluding (i) Inventory sold in the ordinary course of business, (ii)
any sale or discount, in each case without recourse, of accounts receivable arising in the ordinary
course of business, but only in connection with the compromise or collection thereof, (iii)
disposals of obsolete, uneconomical, negligible, worn out or surplus Property in the ordinary
course of business or (iv) sales of Cash Equivalents and marketable securities) and (b) any
issuance or sale by any Subsidiary of Holdings of its Equity Interests to any Person (other than to
Borrower or any Guarantor).



     “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender
and an assignee, and accepted by the Administrative Agent, in the form of Exhibit B, or
such other form as shall be approved by the Administrative Agent.



     “Attributable Indebtedness” shall mean, when used with respect to any sale and leaseback
transaction, as at the time of determination, the present value (discounted at a rate equivalent to
the then-current weighted average cost of funds for borrowed money of Holdings and all of its
Domestic Subsidiaries as at the time of determination, compounded on a semi-annual basis) of the
total obligations of the lessee for rental payments during the remaining term of the lease included
in any such sale and leaseback transaction.



     “AutoZone Account(s)” shall mean those certain Account(s) with AutoZone, Inc. as the Account
Debtor, owing to Borrower, any Borrowing Base Guarantor, or any Subsidiary thereof.



     “Available Amount” shall mean, with respect to any Eligible Account, an amount equal to the
book value of such Eligible Account multiplied by the then applicable advance rate with respect to
such Eligible Account, as adjusted by the Collateral Agent in its reasonable credit judgment and
pursuant to the Credit Agreement.



     “Base Rate” shall mean a variable per annum rate, as of any date of determination, equal to
the rate of interest which is identified and normally published by Bloomberg Professional Service
Page Prime as the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the
highest of such rates). Any change in Base Rate will become effective as of the date the rate of
interest which is so identified as the “Prime Rate” is different from that published on the
preceding Business Day. If Bloomberg Professional Service no longer reports the Prime Rate, or if
such Page Prime no longer exists, the Administrative Agent may select a reasonably comparable index
or source to use as the basis for the Base Rate, provided that Administrative Agent shall give
prompt subsequent notice of such selection to Borrower.



     “BIA” shall mean the Bankruptcy and Insolvency Act (Canada), as the same may be in effect from
time to time.



     “Blocked Account” shall have the meaning assigned to such term in Section 9.01(d).



4









 





     “Board” shall mean the Board of Governors of the Federal Reserve System of the United States.



     “Borrower” shall have the meaning assigned to such term in the preamble hereto.



     “Borrowing” shall mean (a) Revolving Loans of the same Class and Type, made, converted or
continued on the same date and, in the case of Eurodollar Revolving Loans, as to which a single
Interest Period is in effect, or (b) a Swingline Loan.



     “Borrowing Base” shall mean at any time, subject to adjustment as provided in Section
2.19, an amount equal to the lesser of:



     (a) an amount equal to the sum of, without duplication:



          (i) the book value of Eligible Accounts of Borrower multiplied by the advance rate of 85%,
plus




          (ii) the lesser of (i) the advance rate of 60% of the Cost of Eligible Inventory of Borrower
or (ii) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of
Eligible Inventory of Borrower, plus




          (iii) the aggregate of all Incorporated Borrowing Bases, plus




          (iv) the lesser of (i) the Fixed Asset Loan Value of Borrower multiplied by the FALV
Amortization Factor or (ii) $50.0 million, minus




          (v) effective immediately upon notification thereof to Borrower by the Collateral Agent, any
Reserves established from time to time by the Collateral Agent in the exercise of its reasonable
credit judgment;




     or



     (b) the maximum amount permitted to be outstanding pursuant to Section 4.10(b)(3) of the
Qualified Senior Note Indenture.


Assets denominated in Canadian Dollars shall for purposes hereof be valued at the Dollar
Equivalents.



The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base
Certificate theretofore delivered to the Collateral Agent and the Administrative Agent with such
adjustments (subject to any Lender approval required by Section 2.19) as the Collateral
Agent deem appropriate in its reasonable credit judgment to assure that the Borrowing Base is
calculated in accordance with the terms of this Agreement.




     “Borrowing Base Certificate” shall mean an Officers’ Certificate from Borrower, substantially
in the form of, and containing the information prescribed by, Exhibit M, delivered to the
Administrative Agent and the Collateral Agent setting forth Borrower’s calculation of the



5









 







Borrowing
Base (including the maximum amount permitted to be outstanding pursuant to Section
4.10(b)(3) of the Qualified Senior Note Indenture).



     “Borrowing Base Guarantor” shall mean Holdings, Intermediate Holdings, General Cable Canada,
General Cable LLC, General Cable Texas, General Cable Technologies and any other Wholly Owned
Subsidiary of Borrower which may hereafter be approved by Administrative Agent and Collateral Agent
which (a) is a Domestic Subsidiary or a Canadian Subsidiary, (b) is currently able to prepare all
collateral reports in a comparable manner to the Borrower’s reporting procedures and (c) has
executed and delivered to Collateral Agent such joinder agreements to guarantees, contribution and
set-off agreements and other Security Documents as Collateral Agent has reasonably requested so
long as Collateral Agent has received and approved, in its reasonable discretion, (i) a collateral
audit and Inventory Appraisal conducted by an independent appraisal or audit firm designated by
Collateral Agent and reasonably acceptable to Borrower and (ii) all UCC or PPSA search results
necessary to confirm Collateral Agent’s first priority Lien on all of such Borrowing Base
Guarantor’s personal Property, subject to Permitted Liens.



     “Borrowing Base Guarantor Intercompany Loan Account” shall mean the sum of (a) the net amount
of any intercompany advances (including Letters of Credit issued for the account or benefit of a
Borrowing Base Guarantor) which are made and are outstanding to or for the account of a Borrowing
Base Guarantor from Borrower and (b) interest accrued and unpaid on such amount at the rate per
annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.



     “Borrowing Request” shall mean a request by Borrower in accordance with the terms of
Section 2.03 and substantially in the form of Exhibit C, or such other form as
shall be approved by the Administrative Agent.



     “Business Day” shall mean any day other than a Saturday, Sunday or other day on which either
the New York Stock Exchange is closed, or on which commercial banks in New York City and Chicago
are authorized or required by law to close; provided, however, that when used in
connection with a Eurodollar Revolving Loan, the term “Business Day” shall also exclude any day on
which banks are not open for dealings in Dollar deposits in the London interbank market.



     “Canadian” shall mean, as to any Person, a Person that is created or organized under the laws
of Canada or a Province or territory of Canada.



     “Canadian Benefit Plans” shall mean all material employee benefit plans of any nature or kind
whatsoever that are not Canadian Pension Plans and are maintained or contributed to by any Loan
Party having employees in Canada.



     “Canadian Dollars” and the sign “Cdn$” shall mean lawful currency of Canada.



     “Canadian Guaranty” shall mean that certain Guarantee dated as of the Original Closing Date
addressed to the Collateral Agent for the benefit of the Secured Parties by General
Cable Canada, and that certain Guarantee dated as of the Original Closing Date addressed to
the Collateral Agent for the benefit of the Secured Parties by General Cable Canada Ltd., an
Ontario corporation, which are governed by Canadian law, as the same may from time to time be



6









 







modified, amended, extended or reaffirmed in accordance with the terms hereof and with the consent
of Collateral Agent.



     “Canadian Pension Plans” shall mean each plan which is considered to be a pension plan for the
purposes of any applicable pension benefits standards statute and/or regulation in Canada
established, maintained or contributed to by any Loan Party for its employees or former employees
and shall not mean the Canadian Pension Plan that is maintained by the Government of Canada.



     “Canadian Pledge Agreements” shall mean that certain ULC Securities Pledge Agreement by
Holdings pledging all of its Equity Interests in General Cable Canada, that certain ULC Securities
Pledge Agreement by Marathon Manufacturing Holdings, Inc., a Delaware corporation, pledging all of
its Equity Interests in General Cable Canada, and that certain ULC Securities Pledge Agreement by
General Cable Canada Ltd., an Ontario corporation, pledging all of its Equity Interests in General
Cable Canada, each dated as of the Original Closing Date addressed to Collateral Agent for the
benefit of the Secured Parties, as the same may from time to time be modified, amended, extended or
reaffirmed in accordance with the terms hereof and with the consent of Collateral Agent.



     “Canadian Priority Payment Reserve” shall mean, at any time, with respect to General Cable
Canada and any other Canadian Loan Party, the amount past due and owing by any such Person, or the
accrued amount for which any such Person has an obligation to remit to a Governmental Authority or
other Person pursuant to any applicable law, rule or regulation, in respect of (i) pension fund
obligations; (ii) unemployment insurance; (iii) goods and services taxes; sales taxes; employee
income taxes and other taxes payable or to be remitted or withheld; (iv) workers’ compensation; (v)
vacation pay; and (vi) other like charges and demands; in each case, in respect of which any
Governmental Authority or other Person may claim a security interest, lien, trust or other claim
ranking or capable of ranking in priority to or pari passu with one or more of the Liens granted in
the Security Documents.



     “Canadian Security Agreement” shall mean that certain Security Agreement dated as of the
Original Closing Date addressed to the Collateral Agent for the benefit of the Secured Parties by
General Cable Canada, which is governed by Canadian law, as the same may from time to time be
modified, amended, extended or reaffirmed in accordance with the terms hereof and with the consent
of Collateral Agent.



     “Capital Expenditures” shall mean, with respect to any Person, for any period, the aggregate
amount of all expenditures by such Person and its Subsidiaries during that period for fixed or
capital assets that, in accordance with GAAP, are or should be classified as capital expenditures
in the consolidated balance sheet of such Person and its Consolidated Subsidiaries.



     “Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use)
Property, or a combination thereof, which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance with GAAP.



7









 





     “Cash Collateral Account” shall have the meaning assigned to such term in Section
9.04.



     “Cash Equivalents” shall mean, as to any Person: (a) securities issued, or directly,
unconditionally and fully guaranteed or insured, by the United States or any agency or
instrumentality thereof (provided, that the full faith and credit of the United States is
pledged in support thereof) having maturities of not more than one year from the date of
acquisition by such Person; (b) securities issued, or directly, unconditionally and fully
guaranteed or insured, by any state of the United States of America or any political subdivision of
any such state or any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either Standard & Poor’s Ratings Group or Moody’s Investors Services, Inc.; (c)
time deposits and certificates of deposit or bankers’ acceptance of any Lender or any commercial
bank having, or which is the principal banking subsidiary of a bank holding company organized under
the laws of the United States, any state thereof or the District of Columbia having, capital and
surplus aggregating in excess of $500.0 million and a rating of “A” (or such other similar
equivalent rating) or higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act) with maturities of not more than one year from
the date of acquisition by such Person; (d) repurchase obligations with a term of not more than 30
days for underlying securities of the types described in clauses (a) and (b) above
entered into with any bank meeting the qualifications specified in clauses (c) above, which
repurchase obligations are secured by a valid perfected security interest in the underlying
securities; (e) commercial paper issued by any Person incorporated in the United States rated at
least A-1 or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1 or the
equivalent thereof by Moody’s Investors Service, Inc., and in each case maturing not more than one
year after the date of acquisition by such Person; (f) investments in money market funds
substantially all of whose assets are comprised of securities of the types described in clauses
(a) through (e) above; and (g) demand deposit accounts maintained in the ordinary
course of business.



     “Cash Management System” shall have the meaning assigned to such term in Section
9.01(e).



     “Casualty Event” shall mean, with respect to any Property (including Real Property) of any
Person (other than a Person which is a Foreign Subsidiary of Holdings) any loss of title with
respect to such Property or any loss of or damage to or destruction of, or any condemnation or
other taking (including by any Governmental Authority) of, such Property for which such Person or
any of its Subsidiaries (other than Foreign Subsidiaries) receives insurance proceeds or proceeds
of a condemnation award or other compensation. “Casualty Event” shall include but not be limited
to any taking of all or any part of any Real Property of any such Person or any part thereof, in or
by condemnation or other eminent domain proceedings pursuant to any law, or by reason of the
temporary requisition of the use or occupancy of all or any part of any Real Property of any such
Person or any part thereof by any Governmental Authority, civil or military.



     “CCAA” shall mean the Companies’ Creditors Agreement Act (Canada), as the same may be in
effect from time to time.



8









 





     “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended, 42 U.S.C. § 9601 et seq.



     “Change in Control” shall be deemed to have occurred if: (a) any Person or group (within the
meanings of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof) acquires ownership, directly or indirectly,
beneficially or of record, of capital stock representing more than 30% of the aggregate ordinary
voting power represented by the issued and outstanding stock of Holdings, (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of Holdings by Persons
who were not (i) directors of Holdings on the date hereof, (ii) nominated by the board of directors
of Holdings, or (iii) appointed by directors so nominated (it being understood that, in the absence
of an event described in clause (a) or (b), the replacement of one or more officers
of Holdings shall not in and of itself constitute a Change in Control), (c) Holdings at any time
ceases to own and control 100% of the capital stock of Intermediate Holdings, (d) Intermediate
Holdings at any time ceases to own and control 100% of the capital stock of Borrower, (f) Holdings
at any time ceases to, directly or indirectly, own and control 100% of each class of the
outstanding equity interests of each Borrowing Base Guarantor and (g) at any time a change of
control occurs under and as defined in any documentation relating to any Material Indebtedness.



     “Change in Law” shall mean (a) the adoption of any law, treaty, order, rule or regulation
after the date of this Agreement, (b) any change in any law, treaty, order, rule or regulation or
in the interpretation or application thereof by any Governmental Authority after the date of this
Agreement or (c) compliance by any Lender or Issuing Bank (or for purposes of Section
2.12(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding
company, if any) with any request, guideline or directive (whether or not having the force of law)
of any Governmental Authority made or issued after the date of this Agreement.



     “Charges” shall have the meaning assigned to such term in Section 11.13.



     “Chattel Paper” shall mean all “chattel paper,” as such term is defined in the UCC as in
effect on the date hereof in the State of New York, in which any Person now or hereafter has
rights.



     “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are Revolving Loans or Swingline Loans and, when used in reference
to any Commitment, refers to whether such Commitment is a Revolving Commitment, Swingline
Commitment or LC Commitment.



     “Closing Date” shall mean November 23, 2005.



     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



     “Collateral” shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged
Real Property and all other Property of whatever kind and nature pledged as collateral under any
Security Document.



9









 





     “Collateral Agent” shall have the meaning assigned to such term in the preamble hereto and
shall include the Collateral Agent in its capacity as trustee for the Secured Parties solely for
the purposes of English law in respect of the Collateral which is the subject of the Security
Documents and Foreign Pledge Agreements governed by English law, and each other Person appointed as
the successor pursuant to Article X



     “Collateral Agent Fee” shall have the meaning ascribed to such term in Section
2.05(b)(ii).



     “Collection Account” shall have the meaning assigned to such term in Section
9.01(e)(i)



     “Commercial Letter of Credit” shall mean any letter of credit or similar instrument issued for
the account of Borrower for the benefit of Borrower or any Borrowing Base Guarantor, for the
purpose of providing the primary payment mechanism in connection with the purchase of materials,
goods or services by Borrower or any Borrowing Base Guarantor in the ordinary course of their
businesses.



     “Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment, LC
Commitment or Swingline Commitment.



     “Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).



     “Commitment Increase” shall have the meaning assigned to such term in Section 2.20.



     “Commitments” shall mean the aggregate sum of each Lender’s Commitment.



     “Companies” shall mean Holdings and its Subsidiaries; and “Company” shall mean any one of
them.



     “Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the
form of Exhibit A-2.



     “Concentration Account” shall have the meaning assigned to such term in Section
9.01(e)(i).



     “Concentration Account Bank” shall have the meaning assigned to such term in Section
9.01(e)(i).



     “Confidential Information Memoranda” shall mean (a) that certain confidential offering
memorandum dated as of November 19, 2003 with respect to the proposed issuance by Holdings of the
Qualified Senior Notes, (b) that certain confidential offering memorandum dated as of November 19,
2003 with respect to the proposed issuance by Holdings of the Convertible Preferred Stock and (c)
that certain prospectus supplement dated as of November 19, 2003 with respect to the proposed
issuance by Holdings of its New Common Stock.



     “Consolidated Companies” shall mean Holdings and its Consolidated Subsidiaries.



10









 





     “Consolidated EBITDA” shall mean, for any applicable measurement period, Consolidated Net
Income for such period, as adjusted by adding thereto (a) any provision for (or less any benefit
from) income and franchise taxes included in the determination of net income for such period, (b)
the amount of Consolidated Interest Expense, (c) amortization and depreciation deducted in the
determination of net income for such period, (d) amortization of debt discount and deferred
financing costs, capitalized interest, interest paid in kind, (e) losses (or less gains) from Asset
Sales included in the determination of net income for such period (excluding sales expenses or
losses related to current assets), (f) other non-cash losses (or less gains) included in the
determination of net income for such period and for which no cash outlay (or cash receipt) is
foreseeable, (g) employee severance and other unusual charges of up to $30.0 million in the
aggregate for such period, to the extent recorded for the financial reporting purposes prior to the
first anniversary of the Original Closing Date and relating to closures of plants located at (i) 37
Cushman St., Taunton MA 02780, (ii) 440 East 8th Street, Marion, IN 46953 and (iii) 75
Canal St., South Hadley, MA 01075, and (h) with the consent of the Administrative Agent, which may
be withheld in its reasonable credit judgment, extraordinary losses (or less gains) included in the
determination of net income during such period, net of related tax effects.



     “Consolidated Fixed Charge Coverage Ratio” shall mean, for any Test Period, the ratio of (a)
Consolidated EBITDA for such Test Period less (i) the amount of all Capital Expenditures
made by Holdings and its Subsidiaries during such period and (ii) all cash payments in respect of
income taxes made during such period (net of any cash refund in respect of income taxes actually
received during such period) to (b) Consolidated Fixed Charges for such Test Period.



     “Consolidated Fixed Charges” shall mean, for any period, the sum, without duplication, of (a)
Consolidated Interest Expense for such period; (b) the scheduled principal amount of all
amortization payments on all Indebtedness (including the principal component of all Capital Lease
Obligations) of Holdings and its Subsidiaries for such period (as determined on the first day of
the respective period); (c) all dividend payments on any series of Disqualified Capital Stock of
Holdings, and (d) all accrued dividends on any Preferred Stock (other than Disqualified Capital
Stock) of Holdings, including the Convertible Preferred Stock (including dividends payable through
the issuance of Equity Interests to the extent Holdings has not irrevocably declared such dividends
to be payable through the issuance of Equity Interests). Consolidated Fixed Charges for Test
Periods ending March 31, 2004, June 30, 2004 and September 30, 2004, shall be deemed to be,
respectively, the Consolidated Fixed Charges as calculated for the period commencing on January 1,
2004 and ending on (x) March 31, 2004 and multiplied by 4.0, (y) June 30, 2004 and multiplied by
2.0 and (z) September 30, 2004 and multiplied by 1.333.



     “Consolidated Interest Expense” shall mean, for any period, without duplication, the total
consolidated interest expense of Holdings and its Consolidated Subsidiaries for such period
(calculated without regard to any limitations on the payment thereof and including commitment fees,
letter of credit fees and net amounts payable under Interest Rate Protection Agreements) determined
in accordance with GAAP plus, without duplication, (a) the portion of Capital Lease
Obligations of Holdings and its Consolidated Subsidiaries representing the interest factor for such
period, (b) imputed interest on Attributable Indebtedness, (c) cash contributions to any
employee stock ownership plan or similar trust to the extent such contributions are used by
such plan or trust to pay interest or fees to any Person (other than Borrower or a Wholly Owned



11









 







Subsidiary) in connection with Indebtedness incurred by such plan or trust, (d) all interest paid
or payable with respect to discontinued operations, (e) all dividend payments on any series of any
Preferred Stock of any Subsidiary of Holdings (other than any Preferred Stock held by Holding or a
Wholly Owned Subsidiary), and (f) all interest on any Indebtedness of the type described in
clause (f) or (k) of the definition of “Indebtedness” with respect to Holdings or
any of its Subsidiaries.



     “Consolidated Net Income” shall mean, for any period, the consolidated net income of Holdings
and its Consolidated Subsidiaries determined in accordance with GAAP, but excluding in any event
(a) with the consent of Administrative Agent, which may be withheld in its reasonable credit
judgment, after-tax extraordinary gains or extraordinary losses; (b) after-tax gains or losses
realized from (i) the acquisition of any securities, or the extinguishment or conversion of any
Indebtedness or Equity Interest, of Holdings or any of its Subsidiaries or (ii) any sales of assets
(other than Inventory in the ordinary course of business); (c) net earnings or loss of any other
Person (other than a Subsidiary of Holdings) in which Holdings or any Consolidated Subsidiary has
an ownership interest, except (in the case of any such net earnings) to the extent such net
earnings shall have actually been received by Holdings or such Consolidated Subsidiary (subject to
the limitation in clause (d) below) in the form of cash dividends or distributions; (d) the
net income of any Consolidated Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Consolidated Subsidiary of its net income is not at the
time of determination permitted without approval under applicable law or regulation or under such
Consolidated Subsidiary’s organizational documents or any agreement (except such restrictions as
are approved in writing and in advance by the Administrative Agent) or instrument applicable to
such Consolidated Subsidiary or its stockholders; (e) gains or losses from the cumulative effect of
any change in accounting principles; (f) earnings resulting from any reappraisal, revaluation or
write-up of assets; and (g) the income (or loss) of any Person accrued prior to the date it becomes
a Subsidiary of Holdings or any Consolidated Subsidiary or is merged into or consolidated with
Holdings or any Consolidated Subsidiary or that Person’s assets are acquired by Holdings or such
Consolidated Subsidiary.



     “Consolidated Subsidiary” shall mean, as to any Person, all Subsidiaries of such Person which
are consolidated with such Person for financial reporting purposes in accordance with GAAP.



     “Contested Collateral Lien Conditions” shall mean, with respect to any Permitted Lien of the
type described in paragraphs (a), (b) and (f) of Section 6.02, the
following conditions:




     (a) any Loan Party shall be contesting such Lien in good faith;




     (b) to the extent such Lien is in an amount in excess of $250,000, in the aggregate
with all other such Liens, the Collateral Agent shall have established a Reserve (to the
extent of such Lien on Eligible Accounts, Eligible Inventory, Eligible Equipment or Eligible
Real Property) with respect thereto or obtained a bond in an amount sufficient
to pay and discharge such Lien and the Collateral Agent’s reasonable estimate of all
interest and penalties related thereto; and



12









 






     (c) such Lien shall in all respects be subject and subordinate in priority to the Lien
and security interest created and evidenced by the Security Documents, except if and to the
extent that the law or regulation creating, permitting or authorizing such Lien provides
that such Lien is or must be superior to the Lien and security interest created and
evidenced by the Security Documents.



     “Contingent Obligation” shall mean, as to any Person, any obligation, agreement, understanding
or arrangement of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including, without limitation, any obligation of
such Person, whether or not contingent, (a) to purchase any such primary obligation or any Property
constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor; (c) to purchase Property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor to make payment of such
primary obligation; (d) with respect to bankers’ acceptances and letters of credit, until a
reimbursement obligation arises; or (e) otherwise to assure or hold harmless the holder of such
primary obligation against loss in respect thereof; provided, however, that the
term “Contingent Obligation” shall not include endorsements of instruments for deposit or
collection in the ordinary course of business or any product warranties for deposit or collection
in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be
an amount equal to the stated or determinable amount of the primary obligation in respect of which
such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for
which such Person may be liable, whether severally or jointly, pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.



     “Control” shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the ownership of voting
securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have
meanings correlative thereto.



     “Convertible Preferred Stock” shall mean Holdings’ 5.75% Series A Redeemable Convertible
Preferred Stock of Holdings, par value $0.01 per share, liquidation preference $50 per share,
issued pursuant to the Convertible Preferred Stock Documents.



     “Convertible Preferred Stock Documents” shall mean the Certificate of Designations relating to
the Convertible Preferred Stock, the Convertible Preferred Stock Purchase Agreement and other
documents pursuant to which the Convertible Preferred Stock is issued and all other documents
executed and delivered with respect to the Convertible Preferred Stock, in each case in the form
delivered to the Administrative Agent prior to the Original Closing Date.



     “Cost” shall mean, as determined by Collateral Agent in good faith, with respect to Inventory,
the lower of (a) landed cost computed on a first-in first-out basis in accordance with GAAP or (b)
market value; provided, that for purposes of the calculation of the Borrowing Base,



13









 







(i) the
Cost of the Inventory shall not include: (A) the portion of the cost of Inventory equal to the
profit earned by any Affiliate on the sale thereof to Borrower or the Borrowing Base Guarantors,
(B) write-ups or write-downs in cost with respect to currency exchange rates, or (C) as determined
by the Collateral Agent in the Collateral Agent’s reasonable credit judgment, any costs associated
with shipping, handling, customs duties, or other in-bound freight charges, and (ii)
notwithstanding anything to the contrary contained herein, the cost of the Inventory shall be
computed in the same manner and consistent with the most recent Inventory Appraisal which has been
received and approved by Collateral Agent in its reasonable discretion.



     “Credit Extension” shall mean, as the context may require, (a) the making of a Loan by a
Lender or (b) the issuance of any Letter of Credit, or the amendment, extension or renewal of any
existing Letter of Credit, by the Issuing Bank, in each case, whether pursuant to the Original
Credit Agreement, the Prior Credit Agreement or this Agreement; provided, that “Credit
Extensions” shall include conversions and continuations of outstanding Revolving Loans.



     “Debt Issuance” shall mean the incurrence by Holdings, Intermediate Holdings, Borrower or any
of their Subsidiaries of any Indebtedness after the Original Closing Date (other than as permitted
by Section 6.01).



     “Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of
time or both would constitute, an Event of Default.



     “Default Allocation Percentage” as to any Lender shall mean the quotient (determined as a
percentage) determined as of the date of an Event of Default, whose numerator equals the principal,
interest, fees and other Obligations owing to such Lender (including all advances made by such
Lender following such Event of Default) plus the amount of such Lender’s marked-to-market
exposure under Specified Hedging Agreements as of such date and whose denominator equals the
principal, interest, fees and other Obligations owing to all Lenders (including all advances made
by the Lenders following such Event of Default) plus the amount of all Lenders’
marked-to-market exposure under Specified Hedging Agreements as of such date.



     “Deposit Account Control Agreement” means an agreement, in form and substance satisfactory to
Collateral Agent, among Collateral Agent, Borrower or a Guarantor maintaining a deposit account at
any bank, and such bank, which agreement provides that (a) such bank shall comply with instructions
originated by Collateral Agent directing disposition of the funds in such deposit account without
further consent by Borrower or such Guarantor (as applicable), and (b) such bank shall agree that
it shall have no Lien on, or right of setoff against, such deposit account or the contents thereof,
other than in respect of commercially reasonable fees and other items expressly consented to by
Collateral Agent, and containing such other terms and conditions as Collateral Agent may require,
including as to any such agreement pertaining to any Blocked Account, providing that all items
received or deposited in such Blocked Account are the property of Collateral Agent, and that such
bank shall wire, or otherwise transfer, in immediately available funds, on a daily basis to the
Concentration Account, or, in the case of the
Concentration Account, to the Collection Account, all funds received or deposited into such
Blocked Account.



14









 





     “Disqualified Capital Stock” shall mean any Equity Interest (other than Convertible Preferred
Stock) which, by its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity
as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder
thereof, in whole or in part, on or prior to the first anniversary of the Maturity Date, (b) is
convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt
securities or (ii) any Equity Interests referred to in (a) above, in each case at any time prior to
the first anniversary of the Maturity Date, or (c) contains any repurchase obligation which may
come into effect prior to payment in full of all Obligations.



     “Documentation Agent” shall have the meaning assigned to such term in the preamble hereto.



     “Documents” shall mean all “documents,” as such term is defined in the UCC as in effect on the
date hereof in the State of New York, in which any Person now or hereafter has rights.



     “Dollar Equivalent” shall mean, as to any amount denominated in Canadian Dollars or any other
currency as of any date of determination, the amount of Dollars that would be required to purchase
the amount of Canadian Dollars or such other currency based upon the spot selling rate at which the
Administrative Agent offers to sell Canadian Dollars or such other currency for Dollars in the
London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery
two (2) Business Days later.



     “Dollars” or “$” shall mean lawful money of the United States.



     “Domestic” shall mean, as to any Person, a Person which is created or organized under the laws
of the United States, any of its states or the District of Columbia.



     “Eligible Accounts” shall have the meaning assigned to such term in Section 2.19(a).



     “Eligible Consigned Inventory” shall mean Eligible Inventory of Borrower or Borrowing Base
Guarantor on consignment (A) on a location at which the aggregate Cost of such Eligible Inventory
is no less than $100,000, (B) with a consignee of Borrower or Borrowing Base Guarantor with respect
to which the aggregate Cost of such consigned Eligible Inventory is not less than $500,000, and (C)
with respect to which Collateral Agent shall have received, in each case in form and substance
satisfactory to Collateral Agent:



     (a) a valid consignment agreement or arrangement which is reasonably satisfactory to
Collateral Agent is in place with respect to such Eligible Inventory;



     (b) UCC searches against the consignee in those jurisdictions in which such Eligible Inventory
is subject to consignment and the jurisdiction in which the consignee is organized or
maintains its principal place of business and such other searches that the Collateral Agent
deems necessary or appropriate;



15









 





     (c) UCC-1 financing statements between the consignee and the Borrower or Borrowing Base
Guarantor, as consignor, in form and substance satisfactory to Collateral Agent, which are duly
assigned to Collateral Agent;



     (d) a written notice to any lender to the consignee of the first priority security interest in
such Eligible Inventory of Collateral Agent; and



     (e) an agreement in writing, in form and substance satisfactory to Collateral Agent, from the
consignee, pursuant to which such consignee, inter alia, acknowledges the first
priority security interest of Collateral Agent in such Collateral, agrees to waive any and all
claims such consignee may, at any time, have against such Collateral, whether for processing,
storage, breach of warranty (with respect to prior purchases) or otherwise, and agrees to permit
Collateral Agent access to the premises of such consignee so as to remove such Collateral from such
premises and, in the case of any consignee who at any time has custody, control or possession of
any Collateral, acknowledges that it holds and will hold possession of the Collateral for the
benefit of Collateral Agent and agrees to follow all instructions of Collateral Agent with respect
thereto.



     Notwithstanding the foregoing and upon reasonable request of Borrower:



     (1) upon Collateral Agent receiving evidence satisfactory to it that the applicable consignee
has no secured creditors that have a claim with respect to such Eligible Inventory, Administrative
Agent may in its discretion waive the requirements of clauses (c) and (d) above;
provided, however, that such waiver may be revoked by the Administrative Agent at
any time upon five Business Days written notice to Borrower; provided, further,
that the amount of the Borrowing Base which may be determined on the basis of Eligible Consigned
Inventory which is eligible because of Administrative Agent’s waiver pursuant to this subclause
(1) of the requirements of clauses (c) and (d) above shall not exceed $10.0
million at any time,



     (2) upon Collateral Agent receiving evidence satisfactory to it that the applicable consignee
is a customer of Borrower in the ordinary course of the Borrower’s business, Borrower may, in lieu
of entering into an agreement as required by clause (e) above, enter into an agreement with
such consignee substantially in the form attached hereto as Exhibit ECI; and



     (3) upon Collateral Agent receiving evidence satisfactory to it that the applicable consignee
is both a customer of Borrower in the ordinary course of business and an Investment Grade Account
Debtor, the requirements of clauses (b), (c) and (d) above shall be waived;
provided, that (i) Borrower will schedule out such Inventory by location in the Borrower
Base Certificate and list whether such customer is an Investment Grade Account Debtor and (ii) the
aggregate Cost of Eligible Consigned Inventory which is eligible because of the waiver pursuant to
this subclause (3) of the requirements of clauses (b), (c) and (d)
above shall not exceed $20,000,000 at any time.



     “Eligible Equipment” shall mean any Equipment owned by Borrower or Borrowing Base Guarantor
which is acceptable to Administrative Agent in its reasonable credit judgment for lending purposes
and which, without limiting Administrative Agent’s discretion, meets, and so long as it continues
to meet, the following requirements:



16









 





     (a) is located at one of the business locations in the United States or Canada of such Persons
set forth on Schedule 1.01(e),



     (b) is subject to a valid and perfected first priority lien in favor of Collateral Agent,



     (c) is owned by Borrower or Borrowing Base Guarantor free and clear of all liens and rights of
any other Person, except the valid and perfected first priority Lien in favor of Collateral Agent
and Permitted Liens, if any, which are subordinated to the Lien of Collateral Agent,



     (d) does not breach any of the representations or warranties pertaining to such property set
forth in this Agreement or the other Loan Documents,



     (e) is covered by insurance reasonably acceptable to Collateral Agent,



     (f) is appraised by an independent appraisal or audit firm designated by Collateral Agent and
reasonably acceptable to Borrower, and



     (g) is not ineligible by virtue of one or more of the criteria set forth below;
provided, however, that such criteria may be revised from time to time by Administrative
Agent in its reasonable credit judgment to address the results of any audit or appraisal performed
by Collateral Agent from time to time after the date hereof.


An item of Equipment shall be excluded from Eligible Equipment if:




     (i) Borrower or Borrowing Base Guarantor does not have good, valid, and marketable title
thereto;



     (ii) it is located on real property leased by Borrower or Borrowing Base Guarantor, unless it
is subject to a Landlord Lien Waiver and Access Agreement executed by the lessor, or other third
party, as the case may be, and unless it is segregated or otherwise separately identifiable from
goods of other Persons, if any, stored on the premises;



     (iii) it is damaged, defective or obsolete, or it constitutes furnishings, parts, fixtures or
is affixed to Real Property, unless such Equipment is affixed to the Mortgaged Real Property listed
on Schedule 1.01(e);



     (iv) Collateral Agent has not received evidence of the property or casualty insurance required
by this Agreement with respect to such Equipment;



     (v) it is subject to a lease with any Person (other than a Borrower or a Borrowing Base
Guarantor, provided, that the Lien on and security interest in the related lease shall be
granted to the Collateral Agent and Collateral Agent shall have received all control agreements and
instruments and all actions shall be taken as reasonably requested by the Collateral Agent to
perfect the Collateral Agent’s security interest in such lease); or



     (vi) it is located at an owned location subject to a mortgage in favor of a lender other than
the Collateral Agent (unless a reasonably satisfactory mortgagee waiver has been delivered



17









 







to the
Collateral Agent) or the removal of which is subject to restrictions relating to financing
arrangement, including any industrial revenue bond financing.



     “Eligible Inventory” shall mean, subject to adjustment as set forth in Section
2.19(b), items of Inventory of the Borrower and a Borrowing Base Guarantor.



     “Eligible Real Property” shall mean the Real Properties which (a) are located at (i) 101
Pleasant Valley Boulevard, Altoona, Pennsylvania 16603 (Blair County) owned in fee simple by
Borrower, (ii) 1453 South Washington, DuQuoin, Illinois 62832 (Perry County) owned in fee simple
by Borrower , (iii) 1381 By-Pass North, Lawrenceburg, Kentucky 40342 (Anderson County) owned in
fee simple by Intermediate Holdings, (iv) Three Carol Drive, Lincoln, Rhode Island 2865 (Town of
Lincoln) owned in fee simple by General Cable LLC, (v) Highway 27 West, Malvern, Arkansas 72105
owned in fee simple by Borrower, (vi) P.O. Box 430, US Highway 80, Marshall, Texas 75688 (Harrison
County), owned in fee simple by Borrower, (vii) 4 Tesseneer Drive, Highland Heights, Kentucky
41076, improvements to which are owned by Intermediate Holdings and which is subject to that
certain Amended and Restated Ground Lease with Option to Purchase, dated July 26, 1992, between
Northern Kentucky University Foundation, Inc., a Kentucky non-profit corporation and General Cable
Technologies (by assignments from Holdings), (viii) 345 McGregor Street, Manchester, New Hampshire
03102, owned in fee simple by Borrower, (ix) 1600 West Main Street, Willimantic, Connecticut
06226. owned in fee simple by Borrower, (x) 440 East 8th Street, Marion, Indiana 46953, owned in
fee simple by Borrower and (xi) 19 Bobrick Drive, Jackson, Tennessee 38305, owned in fee simple by
Borrower or (b) are owned by Borrower or a Borrowing Base Guarantor and designated from time to
time by the Administrative Agent as being Eligible Real Property, provided, that with
respect to each such parcel of Eligible Real Property, each of the improvements thereon is
acceptable to the Administrative Agent in its reasonable credit judgment for lending purposes and
each of which, without limiting such reasonable credit judgment, meets, or continues to meet, the
following requirements: (i) it is subject to a first priority mortgage or leasehold mortgage and
lien in favor of Collateral Agent, (ii) it is owned by the Borrower and applicable Borrowing Base
Guarantor free and clear of all liens and rights of any other Person, except the mortgage or
leasehold mortgage and lien in favor of Collateral Agent and Permitted Liens which are subordinate
to such mortgage liens of the Collateral Agent, (iii) it does not breach any of the representations
or warranties pertaining to such property set forth in this Agreement or the other Loan Documents,
(iv) it is covered by title insurance with respect to the Lien of Collateral Agent and casualty and
property insurance reasonably acceptable to the Collateral Agent, (v) it is appraised by an
independent appraisal or audit firm designated by Collateral Agent and reasonably acceptable to
Borrower and (vi) it is the subject of an environmental report reasonably acceptable to Collateral
Agent.



     “Environment” shall mean ambient air, surface water and groundwater (including, without
limitation, potable water, navigable water and wetlands), the land surface or subsurface strata,
natural resources, the workplace or as otherwise defined in any Environmental Law.



     “Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or
other communication in each case alleging liability for investigation, remediation,
removal, cleanup, response, corrective action, damages to natural resources, personal injury,
Property damage, fines, penalties or other costs resulting from, related to or arising out of (i)
the



18









 







presence, Release or threatened Release in or into the Environment of Hazardous Material at any
location or (ii) any violation of Environmental Law, and shall include, without limitation, any
claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive
relief resulting from, related to or arising out of the presence, Release or threatened Release of
Hazardous Material or alleged injury or threat of injury to health, safety, the Environment.



     “Environmental Law” shall mean any and all applicable present and future treaties, laws,
statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent
decrees or other binding requirements, and the common law, relating to protection of public health
or the Environment, the Release or threatened Release of Hazardous Material, natural resources or
natural resource damages, or occupational safety or health.



     “Environmental Permit” shall mean any permit, license, approval, consent or other
authorization required by or from a Governmental Authority under Environmental Law.



     “Equipment” shall mean, as to any Person, all of such Person’s now owned and hereafter
acquired equipment, wherever located, including machinery, data processing and computer equipment
(whether owned or licensed and including embedded software), vehicles, tools, furniture, fixtures,
all attachments, accessions and property now or hereafter affixed thereto or used in connection
therewith, and substitutions and replacements thereof, wherever located.



     “Equity Financing” shall mean the offering of Convertible Preferred Stock by Holdings on or
prior to the Original Closing Date in an amount not less than $90.0 million and offering of New
Common Stock on or prior to the Original Closing Date in an amount of not less than $41.0 million.



     “Equity Financing Documents” shall mean the applicable Confidential Information Memoranda and
any other documents pursuant to which the Convertible Preferred Stock and New Common Stock are
issued and all other documents, instruments or agreements executed and delivered with respect to
the Convertible Preferred Stock or the New Common Stock.



     “Equity Interest” shall mean, with respect to any Person, any and all shares, interests,
participations or other equivalents, including membership interests (however designated, whether
voting or non-voting), of equity of such Person, including, if such Person is a partnership,
partnership interests (whether general or limited) and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, such partnership, whether outstanding on, or issued after, the Original Closing Date,
but excluding debt securities convertible or exchangeable into such equity.



     “Equity Issuance” shall mean, without duplication, any issuance or sale after the Original
Closing Date of (a) any Equity Interests (including any Equity Interests issued upon exercise of
any warrant or option) or any warrants or options to purchase Equity Interests or (b) any other
security or instrument representing an Equity Interest (or the right to obtain any Equity Interest)
in the issuing or selling Person.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be
amended from time to time.



19









 





     “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that,
together with Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or
solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.



     “ERISA Event” shall mean (a) any “reportable event,” as such term is defined in Section
4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event
for which the 30-day notice period is waived by regulation); (b) the existence with respect to any
Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302
of ERISA), whether or not waived, the failure to make by its due date a required installment under
Section 412(m) of the Code with respect to any Plan or the failure to make any required
contribution to a Multiemployer Plan; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect
to any Plan; (d) the incurrence by any Company or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Company
or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the
intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the
occurrence of any event or condition which could reasonably be expected to constitute grounds under
ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (f) the
incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the
withdrawal from any Plan or Multiemployer Plan; (g) the receipt by any Company or its ERISA
Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that
a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning
of Title IV of ERISA; (h) the making of any amendment to any Plan which could result in the
imposition of a lien or the posting of a bond or other security; and (i) the occurrence of a
nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of
ERISA) which could result in liability to any Company.



     “Euro”, “euro” “euros” or “EUR” shall mean the single currency of Participating Member States.



     “Eurodollar Revolving Borrowing” shall mean a Borrowing comprised of Eurodollar Revolving
Loans.



     “Eurodollar Revolving Loan” shall mean any Revolving Loan bearing interest at a rate
determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article
II.



     “Event of Default” shall have the meaning assigned to such term in Article VIII.



     “Excess Availability” shall mean, as of any date of determination, (a) the lesser of (i) the
Revolving Commitments of all of the Lenders on the date of determination and (ii) the Borrowing
Base on the date of determination less (b) all outstanding Loans and LC Exposure on
the date of determination less (c) in Collateral Agent’s reasonable discretion, the
aggregate amount of all the outstanding and unpaid trade payables and other obligations of Borrower
and/or its Borrowing Base Guarantors which are not paid within 60 days past the due date



20









 







according
to their original terms of sale, in each case as of such date of determination less (d) in
Collateral Agent’s reasonable discretion, the amount of checks issued by Borrower and/or its
Borrowing Base Guarantors to pay trade payables and other obligations which are not paid within 60
days past the due date according to their original terms of sale, in each case as of such date of
determination, but which either have not yet been sent or are subject to other arrangements which
are expected to delay the prompt presentation of such checks for payment.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     “Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing
Bank or any other recipient of any payment to be made by or on account of any obligation of
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the
United States, or by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which its applicable
lending office is located, and (b) in the case of a Foreign Lender (other than an assignee pursuant
to a request by Borrower under Section 2.16), any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure
to comply with Section 2.15(e), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending office (or assignment),
to receive additional amounts from Borrower with respect to such withholding tax pursuant to
Section 2.15(a) (it being understood and agreed, for the avoidance of doubt, that any
withholding tax imposed on a Foreign Lender as a result of a Change in Law or regulation or
interpretation thereof occurring after the time such Foreign Lender became a party to this
Agreement shall not be an Excluded Tax).



     “Existing ABR Borrowings” shall mean all ABR Borrowings advanced under the Original Credit
Agreement or the Prior Credit Agreement and outstanding on the Closing Date.



     “Existing Eurodollar Revolving Borrowings” shall mean all Eurodollar Revolving Borrowings
advanced under the Original Credit Agreement or the Prior Credit Agreement and outstanding on the
Closing Date.



     “Existing Obligations” shall mean the “Obligations”, as defined in the Prior Credit Agreement.



     “Exiting Lender” shall have the meaning assigned to such term in Article XII.



     “Fair Market Value” shall mean, with respect any asset, the price (after taking into account
any liabilities relating to such assets) which could be negotiated in an arm’s length free market
transaction, for cash, between a willing seller and a willing and able buyer, neither of which is
under any compulsion to complete the transaction.



     “FALV Amortization Factor” shall mean 1 minus a fraction, the numerator of which is
the number of calendar quarters elapsed as of any date of determination since December 31, 2005
(but in no event more than 28) and the denominator of which is 28.



21









 





     “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average of the
quotations for the day for such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it.



     “Fee Letter” shall mean that certain letter, dated as of the date hereof, among Borrower and
Merrill with respect to certain Fees to be paid from time to time by Borrower to Merrill.



     “Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the Collateral Agent
Fees, the LC Participation Fees, the Fronting Fees and any and all fees payable to pursuant to this
Agreement or any of the other Loan Documents.



     “Financial Officer” of any Person shall mean the Chief Financial Officer, principal accounting
officer, Treasurer or Controller of such Person.



     “FIRREA” shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989.



     “First Amendment to Prior Credit Agreement Effective Date” shall mean June 13, 2005.



     “Fixed Asset Loan Value” shall mean an amount equal to the sum of (a) the advance rate of 80%
of the appraised net orderly liquidation value of the Eligible Equipment of the Person owning such
Eligible Equipment plus (b) the advance rate of 60% of the appraised fair market value of
the Eligible Real Property of the Person owning such Eligible Real Property. The appraised net
orderly liquidation value of Eligible Equipment and the appraised fair market value of Eligible
Real Property are set forth on Schedule 1.01(d), as Schedule 1.01(d) may be amended
from time to time as provided herein. The Fixed Asset Loan Value of Borrower and each of the
Borrowing Base Guarantors as of the Closing Date is $59,822,144. If any Eligible Equipment or
Eligible Real Property listed on Schedule 1.01(d) is sold, liquidated or otherwise ceases
to be Eligible Equipment or Eligible Real Property, the calculation of the Fixed Asset Loan Value
of the Person who owns such Eligible Equipment or Eligible Real Property shall be reduced by 80% of
the appraised net orderly liquidation value of such Eligible Equipment or 60% of the appraised fair
market value of such Eligible Real Property and such Eligible Equipment and Eligible Real Property
shall be deleted from Schedule 1.01(d) and Collateral Agent shall correspondingly amend
Schedule 1.01(d) without any further action of any party hereto. At the request of
Borrower, the Administrative Agent may consider adding Eligible Equipment and/or Eligible Real
Property to Schedule 1.01(d), and if the Administrative Agent determines that the requested
Eligible Equipment and Eligible Real Property is to be added to Schedule 1.01(d), then,
upon completion of appraisals satisfactory to Administrative Agent conducted at Borrower’s cost and
expense, the appraised net orderly net orderly liquidation value of any additional Eligible
Equipment or the appraised fair market value of any additional Eligible Real Property shall be
included in the calculation of the Fixed Asset Loan Value of the Person who owns such Eligible
Equipment or Eligible Real Property and such Eligible Equipment and



22









 







Eligible Real Property shall be
added to Schedule 1.01(d) and Administrative Agent shall correspondingly amend Schedule
1.01(d) without any further action of any party hereto.



     “Foreign” shall mean, as to any Person, a Person which is not created or organized under the
laws of the United States, any of its States or the District of Columbia, or Canada, or any
Province thereof.



     “Foreign Credit Lines” shall mean any and all committed or uncommitted credit lines and
invoice, commercial paper or draft discounting and other similar credit facilities of Foreign
Subsidiaries from banks or other financial institutions which are currently or may in the future
become available for such Foreign Subsidiaries, other than any such lines or facilities the
utilization of which require that the relevant Foreign Subsidiaries satisfy conditions which cannot
currently be met; the amount of any Foreign Credit Line shall refer to the maximum amount that can
currently be outstanding to the respective Foreign Subsidiaries under such lines or facilities,
including, without limitation, the face amount of letters of credit and contingent obligations with
respect to guaranties and similar obligations issued in relation or pursuant thereto.



     “Foreign Guaranty” shall mean the Canadian Guaranty.



     “Foreign Lender” shall mean any Lender that is not, for United States federal income tax
purposes, (i) a citizen or resident of the United States, (ii) a corporation or entity treated as a
corporation created or organized in or under the laws of the United States, or any political
subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation
regardless of its source or (iv) a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust and one or more United States Persons
have the authority to control all substantial decisions of such trust.



     “Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement
maintained or contributed to by any Foreign Company with respect to employees employed outside the
United States.



     “Foreign Pledge Agreements” shall mean those certain agreements, dated as of the Original
Closing Date, (a) by Borrower pledging 65% of Equity Interests in General Cable Property Holdings
Limited, governed by Jersey law, (b) by Intermediate Holdings pledging 65% of Equity Interests in
General Cable Investments, SGPS SA, governed by Madeira law, (c) by Intermediate Holdings pledging
65% of Equity Interests in General Cable Holdings Netherlands C.V., governed by the law of the
Netherlands, (d) by Intermediate Holdings pledging 65% of Equity Interests in General Cable
Holdings (UK) Limited, governed by English law, (e) by Borrower pledging 65% of Equity Interests in
General Cable Services Limited, governed by English law, (f) by Intermediate Holdings pledging 65%
of Equity Interests in General Cable de Mexico del Norte SA de CV, governed by Mexican law, (g) by
Borrower pledging 65% of Equity Interests in General Cable Holdings de Mexico SA de CV, governed by
Mexican law, and (h) by Intermediate Holdings pledging 65% of Equity Interests in General Cable
Holdings (Spain) SRL, governed by Spanish law, in each case in favor of the Collateral Agent and in
each case as the same may from time to time be modified, amended, extended or reaffirmed in
accordance with the terms hereof and with the consent of Collateral Agent.



23









 





     “Fronting Fees” shall have the meaning assigned to such term in Section 2.05(c).



     “GAAP” shall mean generally accepted accounting principles in the United States applied on a
consistent basis.



     “GCC Spain Acquisition” shall mean the acquisition by General Cable Spain of the wire and
cable manufacturing business of SAFRAN, S.A.



     “GCC Spain Acquisition Intercompany Debt” shall mean the unsecured Indebtedness owing by
General Cable Spain to Borrower in the principal amount of the Dollar Equivalent of up to $20.0
million by reason of an intercompany advance made by Borrower to General Cable Spain to finance a
portion of the cost of the GCC Spain Acquisition.



     “GCC Spain Intercompany Debt” shall mean the GCC Spain Acquisition Intercompany Debt, the GCC
Spain Pre-Closing Intercompany Debt, the GCC Spain Post-Closing Intercompany Debt and the GCC Spain
Refinancing Intercompany Debt, each to the extent permitted by Section 6.01(i) and
Section 6.04.



     “GCC Spain Post-Closing Intercompany Debt” shall mean the unsecured Indebtedness owing by
General Cable Spain to Borrower in the principal amount of the Dollar Equivalent of up to $1.0
million by reason of intercompany advances made by Borrower to General Cable Spain after the
Original Closing Date (but excluding the GCC Spain Acquisition Intercompany Debt).



     “GCC Spain Pre-Closing Intercompany Debt” shall mean the unsecured Indebtedness owing by
General Cable Spain Holdings to Holdings in the principal amount of the Dollar Equivalent of $35.0
million by reason of intercompany advances made by Holdings to General Cable Spain Holdings prior
to the Original Closing Date.



     “GCC Spain Refinancing Intercompany Debt” shall mean the unsecured Indebtedness owing by
General Cable Spain Holdings to Holdings arising due to repayment in full of obligations of General
Cable Spain Holdings under the applicable agreements listed on Schedule 1.01(b) with the
proceeds of an intercompany advance made by Holdings to General Cable Spain Holdings on or before
the Original Closing Date in anticipation of the Refinancing.



     “General Cable Canada” shall mean General Cable Company, a Nova Scotia corporation.



     “General Cable LLC” shall mean General Cable Industries, LLC, a Delaware limited liability
company.



     “General Cable Spain” shall mean Grupo General Cable Sistemas, S.A., a Spanish corporation.



     “General Cable Spain Holdings” shall mean General Cable Holdings (Spain), SRL, a Spanish
limited liability company.



24









 





     “General Cable Technologies” shall mean General Cable Technologies Corp., a Delaware
corporation.



     “General Cable Texas” shall mean General Cable Texas Operations L.P., a Delaware limited
partnership.



     “Governmental Authority” shall mean any federal, state, local or foreign court, central bank
or governmental agency, authority, instrumentality or regulatory body.



     “Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any
Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other
transferee of any Real Property, facility, establishment or business, or notification, registration
or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage,
assignment or other transfer (including, without limitation, any transfer of control) of any Real
Property, facility, establishment or business, of the actual or threatened presence or Release in
or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or
near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned
or transferred.



     “Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.



     “Guarantees” shall mean the guarantees issued pursuant to Article VII and Foreign
Guaranties.



     “Guarantor” shall mean each Borrowing Base Guarantor, each Domestic Subsidiary listed on
Schedule 1.01(c), General Cable Canada Ltd., an Ontario corporation, and each other
Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.11.



     “Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes;
polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any
asbestos-containing materials in any form or condition; radon or any other radioactive materials
including any source, special nuclear or by-product material; petroleum, crude oil or any fraction
thereof; and any other pollutant or contaminant or hazardous, toxic or dangerous chemicals, wastes,
materials, compounds, constituents or substances, as all such terms are used in their broadest
sense and defined by or under any Environmental Laws.



     “Hedging Agreement” shall mean any Interest Rate Protection Agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or currency exchange
rate or commodity price hedging arrangement.



     “Hedging Reserve” shall mean a Reserve determined by the Collateral Agent in its reasonable
credit judgment and giving effect to the aggregate amount owing by Borrower or the applicable
Borrowing Base Guarantor to a counterparty to a Specified Hedging Agreement, less the amount such
counter-party owes Borrower or the applicable Borrowing Base Guarantor, as
applicable, thereunder, less the aggregate amount of Property pledged to cash
collateralize such obligation (other than the Collateral granted under the Loan Documents), in each
case based on a mark-to-market analysis and with due regard to recent market volatility as of the
last Business



25









 







Day of the month (or if not available, the nearest prior Business Day for which such
evaluation is available).



     “Holding Companies” shall mean Holdings, Intermediate Holdings, Marathon Manufacturing
Holdings, Inc., a Delaware corporation, General Cable Management, LLC, a Delaware limited liability
company and General Cable Overseas Holdings, Inc., a Delaware corporation, General Cable
Investments, SGPS SA, a Madeira corporation, General Cable Holdings de Mexico SA de CV, a Mexican
corporation, General Cable Holdings New Zealand, a New Zealand corporation, General Cable Holdings
(Spain) SRL, a Spanish corporation, General Cable Holdings Netherlands C.V., a Dutch corporation,
and General Cable Holdings (UK) Limited, an English corporation.



     “Holdings” shall mean General Cable Corporation, a Delaware corporation.



     “Inactive Subsidiaries” shall mean Genca Corporation, a Delaware corporation, Diversified
Contractors, Inc., a Delaware corporation, MLTC Company, a Delaware corporation, Marathon Steel
Company, an Arizona corporation, General Cable Canada Ltd., an Ontario corporation, General Cable
Property Holdings Limited, a Jersey corporation, General Cable Service Limited, organized under the
laws of England and Wales and General Cable Export Sales Corporation, a Barbados corporation.



     “Incorporated Borrowing Base” shall mean at any time, for each Borrowing Base Guarantor,
subject to adjustment as provided in Section 2.19, an amount equal to the lesser of :



     (a) the sum of, without duplication:



          (i) the book value of Eligible Accounts of such Borrowing Base Guarantor multiplied by the
advance rate of 85%, plus




          (ii) the lesser of (A) the advance rate of 60% of the Cost of Eligible Inventory of such
Borrowing Base Guarantor, or (B) the advance rate of 85% of the Net Recovery Cost Percentage
multiplied by the Cost of Eligible Inventory of such Borrowing Base Guarantor, plus




          (iii) if and to the extent Borrower’s Fixed Asset Loan Value included in the Borrowing Base is
less than $50.0 million, the Fixed Asset Loan Value of such Borrowing Base Guarantor multiplied by
the FALV Amortization Factor; provided, that the aggregate of the Fixed Asset Loan Values
of Borrower and the Borrowing Base Guarantors included in the Borrowing Base shall in no event
exceed $50.0 million, minus




          (iv) in the case of the Incorporated Borrowing Base of General Cable Canada, the Canadian
Priority Payment Reserve, or




     (b) with respect to all Borrowing Base Guarantors except for Holdings, Intermediate Holdings
and General Cable Canada, the applicable Borrowing Base Guarantor Intercompany Loan Account.



     “Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such
Person for borrowed money or advances; (b) all obligations of such Person evidenced by bonds,



26









 







debentures, notes or similar instruments; (c) all obligations of such Person upon which interest
charges are customarily paid or accrued; (d) all obligations of such Person under conditional sale
or other title retention agreements relating to Property purchased by such Person; (e) all
obligations of such Person issued or assumed as the deferred purchase price of Property or services
(excluding trade accounts payable and accrued obligations incurred in the ordinary course of
business on normal trade terms and not overdue by more than 90 days); (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on Property owned or acquired by such Person, whether or
not the obligations secured thereby have been assumed; (g) all Capital Lease Obligations, Purchase
Money Obligations and synthetic lease obligations of such Person; (h) all obligations of such
Person in respect of Hedging Agreements to the extent required to be reflected on a balance sheet
of such Person; (i) all Attributable Indebtedness of such Person; (j) all obligations for the
reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’
acceptances and similar credit transactions; and (k) all Contingent Obligations of such Person in
respect of Indebtedness or obligations of others of the kinds referred to in clauses (a)
through (j) above. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general partner) to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent that terms of such Indebtedness provide that
such Person is not liable therefor. For the avoidance of doubt, the reclassification of the
Convertible Preferred Stock pursuant to SFAS 150 or otherwise in accordance with GAAP shall not be
deemed to be Indebtedness hereunder.



     “Indemnified Taxes” shall mean Taxes other than Excluded Taxes.



     “Indemnitee” shall have the meaning assigned to such term in Section 11.03(b).



     “Induced Conversion Payments” shall mean (a) a cash premium, (b) cash payments made in lieu of
issuing any fractional shares of the common stock of Holdings, (c) Restricted Payments with respect
to Convertible Preferred Stock of Holdings for the portion of the quarterly dividend period
commencing with the date of the Restricted Payments with respect to such Convertible Preferred
Stock made for the most recent quarter dividend period and ending on the date of the conversion
referred to below and (d) related fees and expenses, to be paid by Holdings to the holders of its
Convertible Preferred Stock as an inducement to such holders to elect to convert such Convertible
Preferred Stock into shares of the common stock of Holdings prior to the earliest date on which
Holdings may redeem such Convertible Preferred Stock as further described in the Form S-4 filed by
Holdings with the SEC in November 9, 2005 ( a true and correct copy of which has been made
available to the Administrative Agent and the Lenders); provided that the aggregate amount
of such payments shall not exceed $23.0 million.



     “Information” shall have the meaning assigned to such term in Section 11.12.



     “Instruments” shall mean all “instruments,” as such term is defined in the UCC as in effect on
the date hereof in the State of New York, in which any Person now or hereafter has rights.



     “Intellectual Property” shall have the meaning assigned to such term in Section
3.05(c).



27









 





     “Intercompany Agreements” shall mean the agreements listed on Schedule 1.01(f), each
as in effect on the Original Closing Date.



     “Interest Election Request” shall mean a request by Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.08(b), substantially in the form of
Exhibit D.



     “Interest Payment Date” shall mean (a) with respect to any ABR Revolving Loan, the last day of
each March, June, September and December during the period that such Revolving Loan is outstanding
and the Maturity Date of such Revolving Loan, (b) with respect to any Eurodollar Revolving Loan,
the last day of the Interest Period applicable to the Borrowing of which such Revolving Loan is a
part and, in the case of a Eurodollar Revolving Loan with an Interest Period of more than three
months’ duration, each day prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period, and (c) with respect to any
Swingline Loan, the day that such Swingline Loan is required to be repaid.



     “Interest Period” shall mean, with respect to any Eurodollar Revolving Borrowing, the period
commencing on the date of such Revolving Borrowing and ending on the numerically corresponding day
in the calendar month that is one, two, three or six months thereafter, as Borrower may elect;
provided, that (a) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case such Interest Period
shall end on the next preceding Business Day and (b) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a Revolving Borrowing
initially shall be the date on which such Revolving Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such Revolving Borrowing;
provided, however, that an Interest Period shall be limited to one month to the
extent required under Section 2.03(e).



     “Interest Rate Protection Agreement” shall mean any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement or similar agreement or arrangement entered into
by Holdings, Borrower or any of their Subsidiaries.



     “Intermediate Holdings” shall mean GK Technologies, Incorporated, a New Jersey corporation.



     “Inventory” shall mean all “inventory,” as such term is defined in the UCC as in effect on the
date hereof in the State of New York, wherever located, in which any Person now or hereafter has
rights.



     “Inventory Appraisal” shall mean (a) on the Original Closing Date, the report prepared by
DoveBid Valuation Services, Inc. dated October 27, 2003 and (b) thereafter, the most recent
inventory appraisal conducted by an independent appraisal firm designated by Collateral Agent and
reasonably acceptable to Borrower and delivered pursuant to Section 9.02 hereof.



28









 





     “Investment Grade Account Debtor” means an Account Debtor whose unsecured long term debt is
rated “BBB-“ or better by Standard & Poor’s Ratings Services, a division of the McGraw-Hill
Companies, Inc. and “Baa3” or better by Moody’s Investor’s Services, Inc.



     “Investments” shall have the meaning assigned to such term in Section 6.04.



     “Issuing Bank” shall mean, as the context may require, (a) UBS with respect to Letters of
Credit issued by it prior to the Closing Date; (b) Merrill Lynch Bank with respect to Letters of
Credit issued by it, (c) any other Lender that may become an Issuing Bank pursuant to Section
2.18(i), with respect to Letters of Credit issued by such Lender; or (d) collectively, all of the
foregoing.



     “ITA” shall mean the Income Tax Act (Canada) as the same may, from time to time, be in effect.



     “Joinder Agreement” shall mean that certain joinder agreement substantially in the form of
Exhibit E.



     “Joint Venture” means a Person in which one or more Persons other than any Company own 50% or
more of Equity Interests.



     “Judgment Currency” shall have the meaning assigned to such term in Section 11.16(a).



     “Landlord Lien Waiver and Access Agreement” shall mean the Landlord Lien Waiver and Access
Agreement, substantially in the form of Exhibit F.



     “LC Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit
pursuant to Section 2.18.



     “LC Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a
Letter of Credit.



     “LC Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all
LC Disbursements that have not yet been reimbursed at such time. The LC Exposure of any Revolving
Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.



     “LC Participation Fee” shall have the meaning assigned to such term in Section
2.05(c).



     “LC Request” shall mean a request by Borrower in accordance with the terms of Section
2.18(b) and substantially in the form of Exhibit A-3, or such other form as shall be
approved by the Administrative Agent.



     “Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements,
rental agreements, occupancy agreements, franchise agreements, access agreements and any other
agreements (including all amendments, extensions, replacements, renewals, modifications and/or
guarantees thereof), whether or not of record and whether now in existence



29









 







or hereafter entered into, affecting the use or occupancy of all or any portion of any Real
Property.



     “Lender Addendum” shall mean with respect to any Lender on the Closing Date, a Lender Addendum
in the form of Exhibit A-4 ̧ executed and delivered by such Lender on the Original Closing
Date, the First Amendment Effective Date or the Closing Date, as applicable, as provided in
Section 11.14.



     “Lender Affiliate” shall mean with respect to any Lender that is a fund that invests in bank
loans, any other fund that invests in commercial loans and is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such advisor.



     “Lenders” shall mean (a) the financial institutions that have become a party hereto pursuant
to a Lender Addendum (other than any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Acceptance) and (b) any financial institution that has become
a party hereto pursuant to an Assignment and Acceptance. Unless the context clearly indicates
otherwise, the term “Lenders” shall include the Swingline Lender.



     “Letter of Credit” shall mean any (i) Standby Letter of Credit and (ii) Commercial Letter of
Credit, in each case, issued or to be issued by an Issuing Bank for the account of Borrower
pursuant to Section 2.18 of this Agreement or pursuant to Section 2.18 of the
Original Credit Agreement or the Prior Credit Agreement.



     “Letter of Credit Expiration Date” shall mean the date which is ten Business Days prior to the
Maturity Date.



     “LIBOR Rate” shall mean, with respect to any Eurodollar Revolving Borrowing for any Interest
Period therefor, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal
to the rate of interest which is identified and normally published by Bloomberg Professional
Service Page BBAM 1 as the offered rate for loans in United States dollars for the applicable
Interest Period under the caption British Bankers Association LIBOR Rates as of 11:00 a.m. (London
time), on the second full Business Day next preceding the first day of such Interest Period. If
Bloomberg Professional Service no longer reports the LIBOR Rate or if such index no longer exists
or if Page BBAM 1 no longer exists, the Administrative Agent may select a reasonably comparable
replacement index or replacement page, as the case may be.



     “Lien” shall mean, with respect to any Property, (a) any mortgage, deed of trust, lien,
pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of
any kind, any other type of preferential arrangement in respect of such Property or any filing of
any financing statement under the UCC or any other similar notice of Lien under any similar notice
or recording statute of any Governmental Authority, including any easement, right-of-way or other
encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed
by law, and any agreement to give any of the foregoing; (b) the interest of a vendor or a lessor
under any conditional sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing) relating to such
Property; and (c) in the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.



30









 





     “Line Reserve” shall mean a reserve established against the Commitments to reflect the amount
of the Commitments which are not available to the Borrower due to the establishment of a
Reinvestment Reserve.



     “Loan Documents” shall mean this Agreement, any Borrowing Base Certificate, the Letters of
Credit, the Notes (if any), the Security Documents, the Fee Letter and each Specified Hedging
Agreement entered into with any counterparty that was a Lender or an Affiliate of a Lender at the
time such Hedging Agreement was entered into.



     “Loan Parties” shall mean Borrower and Guarantors.



     “Loans” shall mean advances made to or at the instructions of Borrower pursuant to Article
II hereof or pursuant to Article II of the Prior Credit Agreement and may constitute a
Revolving Loan or a Swingline Loan.



     “Margin Stock” shall have the meaning assigned to such term in Regulation U.



     “Material Adverse Effect” shall mean (a) a material adverse effect on the business, Property,
results of operations, prospects or condition, financial or otherwise, or material agreements of
Borrower and the Subsidiaries, taken as a whole; (b) material impairment of the ability of any
Borrower, Borrowing Base Guarantor or any other Guarantor that is not a Holding Company or an
Inactive Subsidiary to fully and timely perform any of their obligations under any Loan Document,
(c) material impairment of the ability of any Guarantor other than Guarantors described in clause
(b) above to fully and timely perform any of their obligations under any Security Document; (d)
material impairment of the ability of Guarantors other than Guarantors described in clause (b)
above, when such Guarantors are taken as a whole, to fully and timely perform any of their
obligations under any Guarantees; (e) material impairment of the rights of or benefits or remedies
available to the Lenders or the Collateral Agent under any Loan Document; or (f) a material adverse
effect on the Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the
benefit of the other Secured Parties) on the Collateral or the priority of such Liens.



     “Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit),
or obligations in respect of one or more Hedging Agreements, of any Loan Party evidencing an
aggregate outstanding principal amount exceeding $3.0 million. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of such Loan Party in respect of
any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any
netting agreements) that such Loan Party would be required to pay if such Hedging Agreement were
terminated at such time.



     “Maturity Date” shall mean August 15, 2010.



     “Maximum Rate” shall have the meaning assigned to such term in Section 11.13.



     “Merrill” shall have the meaning assigned to such term in the preamble hereto.



     “Mortgage” shall mean an agreement, including, but not limited to, a mortgage, deed of trust
or any other document, creating and evidencing a Lien on a Mortgaged Real Property,



31









 







which shall be in substantially in the form of Exhibit G, with such schedules and
including such provisions as shall be necessary to conform such document to applicable local or
foreign law or as shall be customary under applicable local or foreign law, as the same may from
time to time be modified, amended, extended or reaffirmed in accordance with the terms hereof and
with the consent of Collateral Agent.



     “Mortgaged Real Property” shall mean (a) each Real Property identified on Schedule
1.01(a) hereto and (b) each Real Property, if any, which shall be subject to a Mortgage
delivered after the Original Closing Date pursuant to Section 5.11(d) or pursuant to
Section 5.11(d) of the Original Credit Agreement or the Prior Credit Agreement.



     “Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3)
or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then making or
accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has
within the preceding five plan years made contributions; or (c) with respect to which any Company
could incur liability.



     “Net Cash Proceeds” shall mean:




     (a) with respect to any Asset Sale, the cash proceeds received by any Loan Party
(including cash proceeds subsequently received (as and when received by any Loan Party) in
respect of noncash consideration initially received) net of (i) selling expenses (including
reasonable brokers’ fees or commissions, legal, accounting and other professional and
transactional fees, transfer and similar taxes and Borrower’s good faith estimate of income
taxes paid or payable in connection with such sale); (ii) amounts provided as a reserve, in
accordance with GAAP, against any liabilities under any indemnification obligations
associated with such Asset Sale (provided, that, to the extent and at the time any
such amounts are released from such reserve, such amounts shall constitute Net Cash
Proceeds); (iii) Borrower’s good faith estimate of payments required to be made with respect
to unassumed liabilities relating to the assets sold within 90 days of such Asset Sale
(provided, that, to the extent such cash proceeds are not used to make payments in
respect of such unassumed liabilities within 90 days of such Asset Sale, such cash proceeds
shall constitute Net Cash Proceeds); and (iv) the principal amount, premium or penalty, if
any, interest and other amounts on any Indebtedness for borrowed money which is secured by a
senior Lien on the asset sold in such Asset Sale and which is repaid with such proceeds
(other than any such Indebtedness assumed by the purchaser of such asset);




     (b) with respect to any Debt Issuance, the cash proceeds thereof, net of customary fees
(including discounts to underwriters), commissions, costs and other expenses incurred in
connection therewith; and




     (c) with respect to any Casualty Event, the cash insurance proceeds, condemnation
awards and other compensation received in respect thereof, net of all reasonable costs and
expenses incurred in connection with the collection of such proceeds, awards or other
compensation in respect of such Casualty Event and net of amounts which are secured by any
senior Lien (to the extent such Liens constitute



32









 






Permitted Lien hereunder) on the applicable Property and which is paid with such
proceeds.



     “New Common Stock” shall mean up to 5,807,500 shares of common stock of Holdings, par value
$0.01 per share (of which 5,050,000 are issued on the Original Closing Date) issued pursuant to the
applicable Confidential Information Memorandum.



     “Net Recovery Cost Percentage” shall mean the fraction, expressed as a percentage, (a) the
numerator of which is the amount equal to the recovery on the aggregate amount of the Inventory at
such time on a “net orderly liquidation value” basis as set forth in the most recent Inventory
Appraisal received by Collateral Agent in accordance with Section 9.02, net of operating
expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such
assets, and (b) the denominator of which is the original Cost of the aggregate amount of the
Inventory subject to appraisal.



     “Notes” shall mean any notes evidencing the Revolving Loans or Swingline Loans issued pursuant
to this Agreement, if any, substantially in the form of Exhibit H-1 or H-2, as the
case may be.



     “Obligation Currency” shall have the meaning assigned to such term in Section
11.16(a).



     “Obligations” shall mean Existing Obligations and (a) obligations of Borrower and any and all
of the other Loan Parties from time to time arising under or in respect of the due and punctual
payment of (i) the principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii)
each payment required to be made by Borrower and any and all of the other Loan Parties under this
Agreement in respect of any Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide cash collateral and
(iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of Borrower and any and all of the
other Loan Parties under this Agreement and the other Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of Borrower and each Loan
Party under or pursuant to this Agreement and the other Loan Documents, (c) the due and punctual
payment and performance of all obligations of Borrower and any and all of the other Loan Parties
under each Specified Hedging Agreement entered into with any counterparty that is a Lender or an
Affiliate of a Lender or was a Lender or an Affiliate of a Lender at the time such Specified
Hedging Agreement was entered into, and (d) the due and punctual payment and performance of all
obligations in respect of overdrafts and related liabilities owed to any Lender, any Affiliate of a
Lender, the Administrative Agent or the Collateral Agent arising from treasury, depositary and cash
management services or in connection with any automated clearinghouse transfer of funds.



33









 





     “Officers’ Certificate” shall mean a certificate executed by the Chairman of the Board (if an
officer), the Chief Executive Officer, the President, one of the Financial Officers, each in his or
her official (and not individual) capacity.



     “Original Closing Date” shall mean November 24, 2003.



     “Original Credit Agreement” shall mean the Credit Agreement, dated as of November 24, 2003,
among the Borrower and certain parties hereto, as amended, supplemented or otherwise modified prior
to the Prior Closing Date.



     “Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other
excise or Property taxes, charges or similar levies (including interest, fines, penalties and
additions to tax) arising from any payment made or required to be made under any Loan Document or
from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.



     “Overadvance” shall have the meaning assigned to such term in Section 10.10.



     “Ozark Account(s)” shall mean those certain Account(s) with Ozark Auto Purchasing LLC as the
Account Debtor owing to Borrower, any other Borrowing Base Guarantor, or any Subsidiary thereof.



     “Participant” shall have the meaning assigned to such term in Section 11.04(e).



     “Participating Member State” shall mean any member state which adopts the euro unit of the
single currency pursuant to the Treaty.



     “Payment Account” means the account specified on the signature pages hereof into which all
payments by or on behalf of the Borrower to the Administrative Agent under this Agreement shall be
made, or such other account as the Administrative Agent shall from time to time specify by notice
to the Borrower.



     “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.



     “Perfection Certificate” shall mean a certificate in the form of Exhibit I-1 or any
other form approved by the Collateral Agent, as the same shall be supplemented from time to time by
a Perfection Certificate Supplement or otherwise.



     “Perfection Certificate Supplement” shall mean a certificate supplement in the form of
Exhibit I-2 or any other form approved by the Collateral Agent.



     “Permitted Acquisition” shall mean Permitted Loan Funded Acquisition, Permitted Non-Loan
Funded Acquisition, or either of them.



     “Permitted Asset Sale” shall mean, any Asset Sale made, directly or indirectly, by Borrower or
any Loan Party which meets each of the following conditions:



34









 





     (a) no Default then exists or would result therefrom;



     (b) Borrower or such Loan Party, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed
of;



     (c) at least 75% of such consideration received by Borrower or such Loan Party consists of (i)
cash or Cash Equivalents, (ii) assets (other than securities) to be used in a business of a same or
substantially similar type as that conducted by Borrower and the Subsidiaries on the Original
Closing Date or (iii) a combination of cash, Cash Equivalents and such assets described in clause
(c)(ii) above; and



     (d) in the case of any Permitted Asset Sale made by any Domestic and Canadian Loan Party, the
Collateral Agent has reasonably determined the Fixed Asset Loan Value of any assets included in the
Borrowing Base being sold and made the appropriate adjustments to the Borrowing Base to reflect
such Asset Sale and following such adjustment, Borrower is in compliance with Section
6.08(c).



     “Permitted Fixed Asset Exchange” shall mean, with respect to any Equipment or Real Property
(the “Relinquished Fixed Asset”) of any Company, an exchange by such Company, in a transaction or
series of related transactions simultaneously or substantially simultaneously consummated, of the
Relinquished Fixed Asset for one or more items of Equipment or Real Property (the “Replaced Fixed
Asset”) of any Person which is useful in the conduct of such Company’s business and which meets
each of the following conditions:




     (a) no Default then exists or would result therefrom;




     (b) is an exchange consummated pursuant to agreements, instruments and documents which
are submitted for review to the Collateral Agent and the Administrative Agent no less than
ten (10) Business Days prior to the consummation of such exchange and which are reasonably
satisfactory in the reasonable credit judgment of the Administrative Agent as to form and
substance;




     (c) is an exchange of a Relinquished Fixed Asset located in the United States or Canada
owned by a Domestic or Canadian Company for Replaced Fixed Assets located in the United
States or Canada or is an exchange of a Relinquished Fixed Asset located outside the United
State and Canada owned by a Foreign Company for Replaced Fixed Assets located outside the
United States or Canada;




     (d) is an exchange of a Relinquished Fixed Asset the Exchange Fair Market Value of
which, when added to the Exchange Fair Market Value of all Relinquished Fixed Assets
exchanged in Permitted Fixed Asset Exchanges since the Original Closing Date, does not
exceed the U.S. Dollar Equivalent of $75.0 million in the aggregate;




     (e) the Borrower shall have certified to the Collateral Agent and the Administration
Agent the Exchange Fair Market Values of both the Relinquished Fixed Assets and the Replaced
Fixed Assets; and



35









 






     (f) if a Relinquished Fixed Asset is a part of the Collateral, it shall be exchanged
for Replaced Fixed Assets with respect to which, at the closing of any Permitted Fixed Asset
Exchange, the Collateral Agent will be granted a first priority perfected Lien (subject to
Permitted Liens under Sections 6.02(a), (b), (d) and (g))
pursuant to such documents and by such actions being taken as may be reasonably required by
the Collateral Agent, and if a Relinquished Fixed Asset is Eligible Equipment or Eligible
Real Property, (i) the Replaced Fixed Assets shall also constitute Eligible Equipment or
Eligible Real Property, as the case may be, as determined by the Collateral Agent in the
Collateral Agent’s reasonable credit judgment and (ii) the Collateral Agent shall determine
the Fixed Asset Loan Value of the Replaced Fixed Asset (including any Reserves which will be
associated therewith) and the Fixed Asset Loan Value of the Relinquished Fixed Assets;




provided, however, that to the extent (A) the Exchange Fair Market Value of
the Replaced Fixed Assets is less than the Exchange Fair Market Value of the Relinquished
Fixed Assets and/or (B) the Fixed Asset Loan Value of the Replaced Fixed Assets (after
giving effect to any Reserves which will be associated therewith) determined under
clause (f)(ii) above is less than the Fixed Asset Loan Value of the Relinquished
Fixed Assets determined under clause (f)(ii) above (after giving effect to any
Reserves to be released as a result of the disposition of such Property), Borrower shall
immediately prepay the Obligations (without reduction in Commitments) in the amount equal to
the greater of the difference obtained in clause (A) or clause (B) of this
proviso as if such amount constituted Net Cash Proceeds of an Asset Sale.



     For the purposes of this definition, “Exchange Fair Market Value” shall mean Fair Market
Value; provided, however, that the Fair Market Value of any Relinquished Fixed
Asset or any Replaced Fixed Asset in excess of $1.0 million but less than $5.0 million shall be
determined conclusively by the board of directors of Borrower (or a duly authorized committee
thereof) acting in good faith and shall be evidenced by a resolution of such board of directors
delivered to the Administrative Agent and the Collateral Agent; and provided,
further, however, that the Fair Market Value of any Relinquished Fixed Asset or any
Replaced Fixed Asset in excess of $5.0 million shall be determined by the board of directors of the
Borrower as provided in the immediately preceding proviso, whose determination, however, shall not
be conclusive but which shall be supported by an appraisal as may be requested the Collateral Agent
or the Administrative Agent, at the expense of the Borrower, by an independent, third-party
appraiser designated by the Collateral Agent and reasonably acceptable to the Borrower.



     “Permitted Liens” shall have the meaning assigned to such term in Section 6.02.



     “Permitted Loan Funded Acquisition” shall mean, with respect to Borrower or any Borrowing Base
Guarantor other than Holdings or Intermediate Holdings, any transaction or series of related
transactions for the direct or indirect (a) acquisition of all or substantially all of the Property
of any other Person, or of any business, product line or division of any other Person; (b)
acquisition of in excess of 50% of the Equity Interests of any other Person, or otherwise causing
any other Person to become a Subsidiary of such Person; or (c) merger or consolidation or any other
combination with any other Person (so long as the Borrower or a Borrowing Base



36









 







Guarantor is the surviving entity), if each of the following conditions are met, as reasonably
determined by the Administrative Agent:




     (i) no Default then exists or would result therefrom;




     (ii) after giving effect to such acquisition on a Pro Forma Basis, (A) Borrower shall
be in compliance with the financial covenant set forth in Section 6.08 (to the
extent such covenant is then applicable) as of the most recent Test Period (assuming, for
purposes of Section 6.08, that such acquisition, and all other Permitted Loan Funded
Acquisitions consummated since the first day of the relevant Test Period for the financial
covenant set forth in Section 6.08 ending on or prior to the date of such
acquisition, had occurred on the first day of such relevant Test Period), (B) the Companies
can reasonably be expected to remain in compliance with such covenant through the Maturity
Date and to have sufficient cash liquidity to conduct their business and pay their
respective debts and other liabilities as they come due and (C) average daily Excess
Availability for the 90-day period preceding the consummation of such acquisition would have
exceeded $50.0 million on a Pro Forma Basis (after giving effect to such acquisition and the
Revolving Loans funded in connection therewith as if made on the first day of such period)
and the projections in connection with the proposed acquisition (based upon historical
financial data of a recent date reasonably satisfactory to Administrative Agent, taking into
account the proposed acquisition) shall reflect that average daily Excess Availability of
$50.0 million shall continue for at least 1 year after the consummation of such acquisition.




     (iii) no Company shall, in connection with any such acquisition, assume or remain
liable with respect to any Indebtedness or other liability (including any material tax or
ERISA liability) of the related seller, except (A) to the extent permitted under Section
6.01, and (B) obligations of the seller incurred in the ordinary course of business and
necessary or desirable to the continued operation of the underlying properties, and any
other such liabilities or obligations not permitted to be assumed or otherwise supported by
any Company hereunder shall be paid in full or released as to the assets being so acquired
on or before the consummation of such acquisition;




     (iv) the acquired Person shall be engaged in a business of a same or substantially
similar type as that conducted by Borrower and the Subsidiaries on the Original Closing Date
and the Property acquired in connection with any such acquisition shall be made subject to
the Lien of the Security Documents and shall be free and clear of any Liens, other than
Permitted Liens;




     (v) Collateral Agent shall have received (except with respect to asset acquisitions)
the Joinder Agreement from the acquired Person, joinder agreement to the Security Documents
in the form annexed thereto and such other supplemental agreements, blocked account
agreements and other agreements, instruments and documents in connection therewith as
reasonably requested by the Collateral Agent together with all opinions, certificates, lien
search results and other documents, agreements, instruments and reasonably requested by the
Collateral Agent, all in form and substance reasonably satisfactory to the Collateral Agent;



37









 






     (vi) the board of directors or other similar governing body of the acquired Person
shall not have indicated publicly its opposition to the consummation of such acquisition;




     (vii) with respect to any acquisition involving Acquisition Consideration of more than
$1.0 million, Borrower shall have provided the Administrative Agent and the Lenders with (A)
historical financial statements for the last three fiscal years of the Person or business to
be acquired (audited if available without undue cost or delay) and unaudited financial
statements thereof for the most recent interim period which are available, (B) reasonably
detailed projections for the succeeding year pertaining to the Person or business to be
acquired, (C) a reasonably detailed description of all material information relating thereto
and copies of all material documentation pertaining to such acquisition, and (D) all such
other information and data relating to such acquisition or the Person or business to be
acquired as may be reasonably requested by the Administrative Agent or the Required Lenders;




     (viii) Borrower shall have delivered to the Administrative Agent, the Collateral Agent
and the Lenders an Officers’ Certificate certifying that (A) such acquisition complies with
this definition (which shall have attached thereto reasonably detailed backup data and
calculations showing such compliance), and (B) such acquisition could not reasonably be
expected to result in a Material Adverse Effect;




     (ix) such acquisition shall be consensual and shall have been approved by the board of
directors of the Person being acquired; and




     (x) the aggregate Acquisition Consideration for all Permitted Loan Funded Acquisitions
since the Original Closing Date shall not exceed $150.0 million; provided, that any
Equity Interests constituting all or a portion of Acquisition Consideration shall not have a
cash dividend requirement on or prior to the Maturity Date.



     Notwithstanding the foregoing, the Accounts and Inventory of the Person to be acquired or
comprising the assets to be acquired shall not be included as Eligible Accounts or Eligible
Inventory until a field audit with respect thereto has been completed to the satisfaction of the
Collateral Agent, including the establishment of Reserves required in the Collateral Agent’s
reasonable credit judgment.



     “Permitted Non-Loan Funded Acquisition” shall mean, with respect to Borrower, any Borrowing
Base Guarantor, or any Foreign Subsidiary, any transaction or series of related transactions for
the direct or indirect (a) acquisition (other than by Holdings) of all or substantially all of the
Property of any other Person, or of any business, product line or division of any other Person; (b)
acquisition of in excess of 50% of the Equity Interests of any other Person, or otherwise causing
any other Person to become a Subsidiary of such Person; or (c) (i) merger or consolidation or any
other combination of the Borrower or any of the Borrowing Base Guarantors (other than Holdings)
with any other Person (so long as the Borrower or such Borrowing Base Guarantor shall be the
surviving entity) or (ii) merger or consolidation or any other combination of any Foreign
Subsidiary with any other: (A) Foreign Person which owns assets and operates business within the
United States or Canada; provided, that (x) the aggregate



38









 







fair market value of all assets within the United States or Canada of all such Foreign Persons
acquired after the Original Closing Date do not exceed $5.0 million and (y) all such assets shall
be transferred to a Domestic or a Canadian Guarantor within 30 days of the consummation of the
Permitted Non-Loan Funded Acquisition involving such Foreign Person or (B) Foreign Person which
owns assets and operates business outside the United States and Canada so long as, if such Foreign
Subsidiary is a Guarantor or a Foreign Subsidiary whose Equity Interest has been pledged and
delivered to the Collateral Agent for the benefit of the Secured Parties, such Foreign Subsidiary
is the surviving entity, in each case if each of the following conditions are met, as reasonably
determined by the Administrative Agent:




     (i) no Default then exists or would result therefrom;




     (ii) Acquisition Consideration consists entirely of proceeds of an Acquisition Debt
Issuance permitted hereunder or Equity Issuance or entirely of a combination of cash which
is provided by Foreign Subsidiaries and proceeds of Acquisition Debt Issuance permitted
hereunder or Equity Issuance;




     (iii) such acquisition shall be consensual and shall have been approved by the board
of directors of the Person being acquired; and




     (iv) after giving effect to such acquisition on a Pro Forma Basis, (A) Borrower shall
be in compliance with the financial covenant set forth in Section 6.08 (to the
extent such covenant is then applicable) as of the most recent Test Period (assuming, for
purposes of Section 6.08, that such acquisition, and all other Permitted Non-Loan
Funded Acquisitions consummated since the first day of the relevant Test Period for the
financial covenant set forth in Section 6.08 ending on or prior to the date of such
acquisition, had occurred on the first day of such relevant Test Period), (B) the Companies
can reasonably be expected to remain in compliance with such covenant through the Maturity
Date and to have sufficient cash liquidity to conduct their business and pay their
respective debts and other liabilities as they come due and (C) average daily Excess
Availability for the 90-day period preceding the consummation of such acquisition would have
exceeded $25.0 million on a Pro Forma basis (after giving effect to such acquisition and the
Revolving Loans funded in connection therewith as if made on the first day of such period)
and the projections in connection with the proposed acquisition (based upon historical
financial data of a recent date reasonably satisfactory to the Administrative Agent, taking
into account the proposed acquisition) shall reflect that such average daily Excess
Availability of $25.0 million shall continue for at least 1 year after the consummation of
such acquisition.



     “Person” shall mean any natural Person, corporation, business trust, joint venture,
association, company, limited liability company, partnership or government, or any agency or
political subdivision thereof.



     “Plan” shall mean any “employee pension benefit plan” as such term is defined in Section 3(2)
of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA which is maintained or contributed



39









 







to by any Company or its ERISA Affiliate or with respect to which any Company could incur
liability (including, without limitation, under Section 4069 of ERISA).



     “PNC Hedge Agreement” shall mean that certain ISDA Master Agreement (and related Schedule)
between General Cable Corporation and PNC Bank, National Association, dated as of November 5, 2001,
for a notional amount of $9.0 million, with a maturity of November 11, 2011, as amended by that
certain ISDA Amendment to the ISDA Master Agreement dated as of November 24, 2003 and as the same
may be amended, modified or supplemented from time to time.



     “PPSA” shall mean the Personal Property Security Act as from time to time in effect in the
Province of Nova Scotia and the regulations thereunder, as from time to time in effect, provided,
however, if validity, attachment, perfection or priority of Collateral Agent’s security interests
in any Collateral are governed by the personal property security laws of any jurisdiction in Canada
other than Nova Scotia, “PPSA” shall mean those personal property security laws in such other
jurisdiction for the purposes of the provisions hereof relating to such validity, attachment,
perfection or priority and for the definitions related to such provisions.



     “Preferred Stock” shall mean, with respect to any Person, any and all preferred or preference
Equity Interests (however designated) of such Person whether now outstanding or issued after the
Original Closing Date.



     “Prior Closing Date” shall mean October 22, 2004.



     “Prior Credit Agreement” shall have the meaning assigned to such term in the Recitals hereto.



     “Prior Lien” shall have the meaning assigned to such term in the applicable Security Document.



     “Pro Forma Basis” shall mean on a basis in accordance with GAAP and Regulation S-X under the
Securities Act and otherwise reasonably satisfactory to the Administrative Agent.



     “Pro Rata Percentage” of any Revolving Lender at any time shall mean the percentage of the
total Revolving Commitment represented by such Lender’s Revolving Commitment.



     “Property” shall mean any right, title or interest in or to property or assets of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity
Interests or other ownership interests of any Person and whether now in existence or owned or
hereafter entered into or acquired, including, without limitation, all Real Property.



     “Purchase Money Obligation” shall mean, for any Person, the obligations of such Person in
respect of Indebtedness incurred for the purpose of financing all or any part of the purchase price
of any Property (including Equity Interests of any Person) or the cost of installation,
construction or improvement of any Property or assets and any refinancing thereof;
provided, however, that such Indebtedness is incurred within 90 days after such
acquisition of such Property by such Person.



40









 





     “Qualified Capital Stock” of any Person shall mean any capital stock of such Person that is
not Disqualified Capital Stock.



     “Qualified Senior Note Documents” shall mean the Qualified Senior Note Indenture and other
agreement pursuant to which the Qualified Senior Notes are issued as contemplated by the
Confidential Information Memorandum related to 9.5% Senior Notes and all other documents executed
and delivered with respect to the Qualified Senior Notes.



     “Qualified Senior Note Indenture” shall mean that certain Indenture, dated as of November 24,
2003, among Holdings, the guarantors named therein and US Bank National Association, as trustee,
with respect to the Qualified Senior Notes, as in effect on the Original Closing Date.



     “Qualified Senior Notes” shall mean Holdings’ 9.5% Senior Notes due 2010 issued pursuant to
the Qualified Senior Note Documents and any registered notes issued by Holdings in exchange for,
and as contemplated by the Notes, with substantially identical terms as the Notes.



     “Real Property” shall mean, collectively, all right, title and interest (including any
leasehold estate) in and to any and all parcels of or interests in real Property owned, leased or
operated by any Person, whether by lease, license or other means, together with, in each case, all
easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant
fixtures and equipment, all general intangibles and contract rights and other Property and rights
incidental to the ownership, lease or operation thereof.



     “Refinancing” shall mean the repayment in full and the termination of any commitment to make
extensions of credit under all of the indebtedness of Holdings and Borrower and Guarantors which
was outstanding on the Original Closing Date, as listed on Schedule 1.01(b).



     “Register” shall have the meaning assigned to such term in Section 11.04(c).



     “Regulation D” shall mean Regulation D of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation T” shall mean Regulation T of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation X” shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Reinvestment Reserve” shall have the meaning assigned to such term in Section
2.10(g).



     “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating
of any Hazardous Material in, into, onto or through the Environment.



41









 





     “Required Lenders” shall mean, at any time, Lenders having more than fifty percent (50%) of
the Revolving Commitments or, if the Revolving Commitments have been terminated, more than fifty
percent (50%) of the sum of Revolving Exposure.



     “Requirements of Law” shall mean, collectively, any and all requirements of any Governmental
Authority including any and all laws, ordinances, rules, regulations or similar statutes or case
law.



     “Reserves” shall mean reserves established against the Borrowing Base that the Collateral
Agent may, in its reasonable credit judgment, establish from time to time and that has a reasonable
relationship to the event, condition or other matter which is the basis for such Reserve as
determined by the Collateral Agent in good faith. Without limiting the generality of the
foregoing, Reserves shall include any Hedging Reserve, Reinvestment Reserve (including any Line
Reserve) and Canadian Priority Payment Reserve.



     “Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24),
and (b) all other actions required by any Governmental Authority or voluntarily undertaken to: (i)
clean up, remove, treat, abate or in any other way address any Hazardous Material in the
environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any
Hazardous Material; or (iii) perform studies and investigations in connection with, or as a
precondition to, clause (i) or (ii) above.



     “Responsible Officer” of any corporation shall mean any executive officer or Financial Officer
of such corporation and any other officer or similar official thereof with responsibility for the
administration of the obligations of such corporation in respect of this Agreement.



     “Restricted Payments” with respect to any Company shall mean (a) a declaration or payment of a
dividend or return of any equity capital to its stockholders or other equity holders or
authorization or the incurrence of any liability to make any other payment, distribution or
delivery of other Property in respect of Equity Interest (other than common stock of such Company)
or cash to its stockholders or other equity holders as such, (b) redemption, retirement, purchase,
defeasance, or other acquisition, direct or indirect, for a consideration of any shares of any
class of its capital stock or other Equity Interest outstanding (or any options or warrants issued
by such Person with respect to its capital stock or other Equity Interest), or setting aside any
funds or any payments on account of the sinking fund for any of the foregoing purposes, or
permitting any of Subsidiaries of such Company to purchase or otherwise acquire for a consideration
any shares of any class of the capital stock of such Person outstanding (or any options or warrants
issued by such Person with respect to its capital stock), (c) any payment or prepayment of
principal of, premium, if any, or interest, fees or other charges on or with respect to, and any
redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for
rescission with respect to, any Indebtedness expressly subordinated as to right and time of payment
to the prior indefeasible payment in full in cash of the Obligations (provided, that the
Qualified Senior Notes shall not be deemed, for the purposes hereof, to be subordinated by reason
of being unsecured), (d) any payment of a claim for the rescission of the purchase or sale of, or
for material damages arising from the purchase or sale of, any Equity Interest in such Company or
of a claim for reimbursement, indemnification or contribution arising out of or related to any such
claim for damages or rescission and (e) any payment, loan, contribution, or



42









 







other transfer of funds or other Property to any stockholder or any other equity holder of
such Company other than payment of compensation in the ordinary course of business to stockholders
or other equity holders who are employees of such Company. Without limiting the foregoing,
“Restricted Payments” with respect to any Company shall also include all payments made or required
to be made by such Company with respect to any stock appreciation right, plan, equity incentive or
achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.



     “Revolving Availability Period” shall mean the period from and including the Closing Date to
but excluding the earlier of the Maturity Date and the date of termination of the Revolving
Commitments.



     “Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.



     “Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of
such Lender to make Revolving Loans hereunder up to the amount set forth on Schedule I to the
Lender Addendum executed and delivered by such Lender, or in the Assignment and Acceptance pursuant
to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a)
reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time
to time pursuant to assignments by or to such Lender pursuant to Section 11.04. The
aggregate amount of the Lenders’ Revolving Commitments on the Closing Date is $300.0 million.



     “Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate
principal amount at such time of all outstanding Revolving Loans of such Lender, plus the
aggregate amount at such time of such Lender’s LC Exposure, plus the aggregate amount at
such of such Lender’s Swingline Exposure.



     “Revolving Lender” shall mean a Lender with a Revolving Commitment.



     “Revolving Loans” shall mean a Loan made by the Lenders to Borrower pursuant to Section
2.01(a).



     “Robert Bosch Account(s)” shall mean those certain Accounts with Robert Bosch Corporation, as
the Account Debtor, owing to Borrower, any Borrowing Base Guarantor, or any Subsidiary thereof.



     “Sarbanes-Oxley Act” shall mean the United States Sarbanes-Oxley Act of 2002.



     “SEC” shall mean the Securities and Exchange Commission of the United States of America.



     “Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent,
the Lenders, Issuing Bank and each party to a Specified Hedge Agreement if at the date of entering
into such Specified Hedging Agreement such Person was a Lender or an Affiliate of a Lender and such
Affiliate executes and delivers to the Administrative Agent a letter agreement in form and
substance acceptable to the Administrative Agent pursuant to which such Person (i) appoints the
Collateral Agent as its agent under the applicable Loan Documents, (ii) agrees to




43









 





be bound by the provisions of Section 9.05 and (iii) ratifies the constitution of the
Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) as provided
in Section 10.01(b).




     “Securities Account Control Agreement” shall have the meaning assigned to such term in the
Security Agreement.



     “Securities Act” shall mean the Securities Act of 1933, as amended.



     “Security Agreement Collateral” shall mean all Property pledged or granted as collateral
pursuant to the Security Agreements delivered on the Original Closing Date or thereafter pursuant
to Section 5.11.



     “Security Agreement” shall mean a Security Agreement substantially in the form of Exhibit
J among the Loan Parties and Collateral Agent for the benefit of the Secured Parties and
Canadian Security Agreement, as the same may from time to time be modified, amended, extended or
reaffirmed in accordance with the terms hereof and with the consent of Collateral Agent.



     “Security Documents” shall mean the Security Agreements, the Mortgages, the Perfection
Certificate, Foreign Guaranties, Foreign Pledge Agreements, Canadian Pledge Agreements and each
other security document or pledge agreement delivered in accordance with applicable local or
foreign law to grant a valid, perfected security interest in any Property, and all UCC or PPSA or
other financing statements or instruments of perfection required by such Security Documents, to be
filed with respect to the security interests in Property and fixtures created pursuant to such
Security Documents and any other document or instrument utilized to pledge as collateral for the
Obligations any Property of whatever kind or nature.



     “Seller” has the meaning assigned to such term in the first recital hereto.



     “Settlement Date” has the meaning assigned to such term in Section 10.12.



     “Special Agent Advance” shall have the meaning assigned to such term in Section 10.11.



     “Specified Foreign Currency Hedging Agreement” shall mean the Hedging Agreement and other
documentation in a form and substance reasonably acceptable to the Administrative Agent evidencing
the cross currency swap transaction with Holdings described in Exhibit SHA attached hereto.



     “Specified Hedging Agreements” shall mean the PNC Hedge Agreement, the Specified Foreign
Currency Hedging Agreement or any Hedging Agreements made or entered into at any time, or in effect
at any time (whether heretofore or hereafter) between Borrower or any Borrowing Base Guarantors and
a counterparty to a Hedging Agreement reasonably satisfactory to the Administrative Agent (which
may include any Lender hereunder or any Affiliate of such Lender) and on terms reasonably
satisfactory to the Administrative Agent.



44









 





     “Standby Letter of Credit” shall mean any standby letter of credit or similar instrument
issued for the purpose of supporting (a) workers’ compensation liabilities of Borrower or any
Borrowing Base Guarantor, (b) the obligations of third-party insurers of Borrower or any Borrowing
Base Guarantor arising by virtue of the laws of any jurisdiction requiring third-party insurers to
obtain such letters of credit, or (c) performance, payment, deposit or surety obligations of
Borrower or any Borrowing Base Guarantor if required by law or governmental rule or regulation or
in accordance with custom and practice in the industry.



     “Statutory Reserves” shall mean, for any Interest Period for any Eurodollar Revolving
Borrowing, the average maximum rate at which reserves (including any marginal, supplemental or
emergency reserves) are required to be maintained during such Interest Period under Regulation D by
member banks of the United States Federal Reserve System in New York City with deposits exceeding
one billion Dollars against “Eurodollar liabilities” (as such term is used in Regulation D).
Eurodollar Revolving Borrowings shall be deemed to constitute Eurodollar liabilities and to be
subject to such reserve requirements without benefit of or credit for proration, exceptions or
offsets which may be available from time to time to any Lender under Regulation D.



     “Subsidiary” shall mean, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general partnership interests
are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more Subsidiaries of the parent or by the parent and one or
more Subsidiaries of the parent. Unless otherwise set forth herein, reference in this Agreement to
“Subsidiary” shall mean Holdings’ direct and indirect Subsidiaries.



     “Supermajority Lenders” shall mean, at any time, Lenders having at least 80% of the Revolving
Commitments or, if the Revolving Commitments have been terminated, at least 80% of the sum of
Revolving Exposure.



     “Survey” shall mean a survey of any Mortgaged Real Property (and all improvements thereon)
(i) prepared by a surveyor or engineer licensed to perform surveys in the state where such
Mortgaged Real Property is located, (ii) dated (or redated) not earlier than six months prior to
the date of delivery thereof unless there shall have occurred within six months prior to such date
of delivery any exterior construction on the site of such Mortgaged Real Property, in which event
such survey shall be dated (or redated) after the completion of such construction or if such
construction shall not have been completed as of such date of delivery, not earlier than 20 days
prior to such date of delivery, (iii) certified by the surveyor (in a manner reasonably acceptable
to the Administrative Agent and the Collateral Agent) to the Administrative Agent, the Collateral
Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of
the American Land Title Association as such requirements are in effect on the date of preparation
of such survey and (v) sufficient for the Title Company to remove all



45









 




standard survey exceptions from the title insurance policy (or commitment) relating to such
Mortgaged Real Property and issue the endorsements of the type required by Section
4.01(o)(iii).




     “Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans
pursuant to Section 2.17, as the same may be reduced from time to time pursuant to
Section 2.07 or Section 2.17.



     “Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all
outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at any time shall
equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.



     “Swingline Lender” shall have the meaning assigned to such term in the preamble hereto.



     “Swingline Loan” shall mean any Loan made by the Swingline Lender pursuant to Section
2.17.



     “Syndication Agent” shall have the meaning assigned to such term in the preamble hereto.



     “Tax Return” shall mean all returns, statements, filings, attachments and other documents or
certifications required to be filed in respect of Taxes.



     “Tax Sharing Agreements” shall mean all tax sharing, tax allocation and other similar
agreements entered into by Holdings or any Subsidiary of Holdings.



     “Taxes” shall mean (i) any and all present or future taxes, duties, levies, fees, imposts,
assessments, deductions, withholdings or other charges, whether computed on a separate,
consolidated, unitary, combined or other basis and any and all liabilities (including interest,
fines, penalties or additions to tax) with respect to the foregoing, and (ii) any transferee,
successor, joint and several, contractual or other liability (including, without limitation,
liability pursuant to Treasury Regulation §1.1502-6 (or any similar provision of state, local or
non-U.S. law)) in respect of any item described in clause (i).



     “Test Period” shall mean, at any time, the four consecutive fiscal quarters of Borrower then
last ended (in each case taken as one accounting period) for which financial statements have been
or are required to be delivered to the Administrative Agent pursuant to Section 5.01(a) or
(b).



     “Title Company” shall mean any title insurance company as shall be retained by Borrower and
reasonably acceptable to the Administrative Agent.



     “Title Policy” shall mean all policies issued by the Title Company in connection with the
Prior Credit Agreement, together with endorsements to such policies to “bring-down” the status of
title and to confirm that such policies continue to apply to the Mortgages and the Obligations
under this Agreement and the Prior Credit Agreement.



46









 





     “Transaction Documents” shall mean the Equity Financing Documents, Qualified Senior Note
Documents and the Loan Documents.



     “Transactions” shall mean, collectively, the transactions to occur on or prior to the Original
Closing Date pursuant to the Transaction Documents, including (a) the execution and delivery of the
Loan Documents and the initial borrowings hereunder; (b) the Refinancing; (c) the Equity Financing;
(d) the execution and delivery of the Qualified Senior Note Documents and the financing
contemplated thereunder; and (e) the payment of all fees and expenses to be paid on or prior to the
Original Closing Date and owing in connection with the foregoing.



     “Treasury Regulation” means the regulations promulgated under the Code.



     “Treaty” shall mean the treaty establishing the European Community being the Treaty of Rome as
amended from time to time.



     “Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBOR Rate or the Alternate Base Rate.



     “UBS” shall have the meaning assigned to such term in the preamble hereto.



     “UCC” shall mean the Uniform Commercial Code of the State of New York or of any other state
the laws of which are required to be applied in connection with the perfection of security
interests in any Collateral.



     “Wholly Owned Subsidiary” shall mean, as to any Person, (a) any corporation 100% of whose
capital stock (other than directors’ qualifying shares) is at the time owned by such Person and/or
one or more Wholly Owned Subsidiaries of such Person and (b) any partnership, association, joint
venture, limited liability company or other entity in which such Person and/or one or more Wholly
Owned Subsidiaries of such Person have a 100% Equity Interest at such time. Unless otherwise set
forth herein, reference in this Agreement to “Wholly Owned Subsidiary” shall mean Holdings’ direct
and indirect Wholly Owned Subsidiaries.



     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete
or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle
E of Title IV of ERISA.



     SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type
(e.g., a “Eurodollar Revolving Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a
“Revolving Borrowing”) or by Type (e.g., a “Eurodollar Revolving Borrowing”) or by Class
and Type (e.g., a “Eurodollar Revolving Borrowing”).



     SECTION 1.03 Terms Generally The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without



47









 




limitation”. The word “will” shall be construed to
have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a)
any definition of or reference to any Loan Document, agreement, instrument of other document herein
shall be construed as referring to such agreement, instrument or other document as from time to
time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement, and (f) the words “asset” and “Property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.




     SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance
with GAAP as in effect from time to time and all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect on the date hereof unless agreed to by Borrower
and the Required Lenders. In the event that any “Accounting Change” (as defined below) shall occur
and such change results in a change in the method of calculation of financial covenants, standards
or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into
negotiations in order to amend such provisions of this Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for evaluating the Borrower’s
financial condition shall be the same after such Accounting Changes as if such Accounting Changes
had not been made. Until such time as such an amendment shall have been executed and delivered by
the Borrower and the Required Lenders, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed as if such Accounting Changes had not
occurred. “Accounting Changes” refers to changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or, if applicable, the
Securities and Exchange Commission (or successors thereto or agencies with similar functions).



ARTICLE II.




THE CREDITS




     SECTION 2.01 Commitments. Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, each Revolving Lender agrees, severally and not
jointly:



     (a) to make Revolving Loans to Borrower, at any time and from time to time after the Closing
Date until the earlier of one Business Day prior to the Maturity Date and the termination of the
Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding that will not (subject to provisions of Sections 10.10 and
10.11) result in such Lender’s Revolving Exposure exceeding the lesser of (A) such Lender’s
Revolving Commitment less such Lender’s Pro Rata Percentage of any Line



48









 




Reserve and (B)
such Lender’s Pro Rata Percentage multiplied by the Borrowing Base then in effect.




     (b) Within the limits set forth in clause (a) above and subject to the terms,
conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow
Revolving Loans.



     SECTION 2.02 Loans. (a) Each Loan (other than Swingline Loans) shall be made as part
of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable
Commitments; provided, that the failure of any Lender to make any Loan shall not in itself
relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no
Lender shall be responsible for the failure of any other Lender to make any Loan required to be
made by such other Lender). Except for Loans deemed made pursuant to Sections 2.02(f) or
2.02(g), Loans (other than Swingline Loans) comprising any Borrowing shall be in an
aggregate principal amount that is (i) in the case of ABR Loans, integral multiples of $1.0 million
and not less than $5.0 million or (B) in the case of Eurodollar Revolving Loans, an integral
multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available
balance of the applicable Revolving Commitments.



     (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section
2.03. Each Lender may at its option make any Eurodollar Revolving Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan; provided, that any
exercise of such option shall not affect the obligation of Borrower to repay such Loan in
accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding
at the same time; provided further that Borrower shall not be entitled to request any
Borrowing that, if made, would result in more than six Eurodollar Revolving Borrowings outstanding
hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest
Periods, regardless of whether they commence on the same date, shall be considered separate
Borrowings.



     (c) Subject to the settlement provisions of Section 10.12, each Lender shall make each
Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds to the Payment Account, or to such other account as the
Administrative Agent may designate from time to time, not later than 2:00 p.m., New York City time,
and, except with respect to Loans deemed made pursuant to Sections 2.02(f) or
2.02(g), the Administrative Agent shall promptly credit the amounts so received, in like
funds, to an account as directed by Borrower in the applicable Borrowing Request or, if a Borrowing
shall
not occur on such date because any condition precedent herein specified shall not have been
met, return the amounts so received to the respective Lenders.



     (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date
of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s
portion of such Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in accordance with
paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make
available to Borrower on such date a corresponding amount. If the Administrative Agent shall have
so made funds available then, to the extent that



49









 




such Lender shall not have made such portion
available to the Administrative Agent, such Lender and Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at
the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate
determined by the Administrative Agent to represent its cost of overnight or short-term funds
(which determination shall be conclusive absent manifest error). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as
part of such Borrowing for purposes of this Agreement.




     (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.



     (f) If the Issuing Bank shall not have received from Borrower the payment required to be made
by Section 2.18(e) within the time specified in such Section, the Issuing Bank will
promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will
promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof.
Subject to the settlement provisions of Section 10.12, each Revolving Lender shall pay by
wire transfer of immediately available funds to the Administrative Agent on such date (or, if such
Revolving Lender shall have received such notice later than 1:00 p.m., New York City time, on any
day, not later than 1:00 p.m., New York City time, on the immediately following Business Day), an
amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that
such amount shall be deemed to constitute an ABR Revolving Loan of such Lender, and such payment
shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to
the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent
will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to
Section 2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to
this paragraph (f); any such amounts received by the Administrative Agent thereafter will be
promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such
payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not
have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as
provided above, such Lender and Borrower severally agree to pay interest on such amount, for each
day from and including the date such amount is required to be paid in accordance with this
paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the
account of
the Issuing Bank at (i) in the case of Borrower, a rate per annum equal to the interest rate
applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such
Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the
Alternate Base Rate.



     (g) Borrower hereby authorizes the Administrative Agent to, and in its sole election
Administrative Agent may, debit to the Revolving Loan (i) all payments of principal, interest and
Fees and (ii) upon not less than three Business Days’ notice to Borrower, expenses reimbursable to
the Administrative Agent and the Collateral Agent, Lenders and Issuing Bank pursuant to



50









 




Section
11.03 or pursuant to other Loan Documents and other sums payable under the Loan Documents.




     SECTION 2.03 Borrowing Procedure. To request a Revolving Borrowing, Borrower shall
notify the Administrative Agent of such request by telephone (confirmed by telecopy or e-mail no
later than one Business Day following such request) (i) in the case of a Eurodollar Revolving
Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the
proposed Borrowing or in the case of an ABR Borrowing (other than Swingline Loans) not later than
1:00 p.m., New York City time, on the Business Day of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative
Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.02:




     (a) whether the requested Borrowing is to be a Revolving Borrowing or a Swingline Loan;




     (b) the aggregate amount of such Borrowing;




     (c) the date of such Borrowing, which shall be a Business Day;




     (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Revolving
Borrowing;




     (e) in the case of a Eurodollar Revolving Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; provided, that until the earlier of (i) the date on which the
Administrative Agent shall have notified Borrower that the primary syndication of the
Commitments has been completed and (ii) the date which is 180 days after the Original
Closing Date, the Interest Period shall be one month;




     (f) the location and number of Borrower’s account to which funds are to be disbursed,
which shall comply with the requirements of Section 2.02; and




     (g) that the conditions set forth in Section 4.02 (b)-(e) are satisfied
as of the date of the notice.



     If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be
an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one
month’s duration (subject to the proviso in clause (e) above). Promptly following receipt
of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall
notify Collateral Agent of the borrowing Request, confirm with Collateral Agent that the funding of
such Borrowing Request is in conformity with this Section 2.03 and advise each Lender of
the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.



51









 





     SECTION
2.04 Evidence of Debt; Repayment of Loans . (a) Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving
Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Maturity Date
and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the
earlier of the Maturity Date and the 10th day (or earlier, but, subject to application of funds
under Section 9.01(f), at least two Business Days) after such Swingline Loan is made;
provided, that on each date that a Revolving Borrowing is made, Borrower shall repay all
Swingline Loans that were outstanding on the date such Borrowing was requested.



     (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of Borrower to such Lender resulting from each Loan made by such Lender
from time to time, including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement.



     (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of
each Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto;
(ii) the amount of any principal or interest due and payable or to become due and payable from
Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof. The Administrative
Agent shall, from time to time, advise the Collateral Agent of the status of such accounts to
permit Collateral Agent to determine the Borrowing Base.



     (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall
be prima facie evidence of the existence and amounts of the obligations therein
recorded; provided, that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the obligations of Borrower to
repay the Loans in accordance with their terms.



     (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory
note. In such event, Borrower shall prepare, execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) in the form of Exhibit H-1 or H-2, as the case may be.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 11.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).



     (f) All funds in the Blocked Accounts (including the Concentration Account) shall be applied
to the Loans and other Obligations in accordance with Section 9.01 hereof.



     SECTION 2.05 Fees. (a) Commitment Fee. Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee (a “Commitment Fee”), equal to
0.25% per annum on the average daily unused amount of each Commitment of such Lender during the
period from and including the Original Closing Date to but excluding the date on which such
Commitment terminates. Accrued Commitment Fees shall be payable in arrears on the last day of
March, June, September and December of each year and on the date on which the Revolving Commitments
terminate, commencing on the first such date to occur after the



52









 




Original Closing Date. All
Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day). For purposes
of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a
Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure
of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).




     (b) Administrative Agent Fees; Collateral Agent Fees. Borrower agrees to pay to the
(i) the Administrative Agent, for its own account, the administrative fees set forth in the Fee
Letter or such other fees payable in the amounts and at the times separately agreed upon between
Borrower and the Administrative Agent (the “Administrative Agent Fees”) and (ii) (i) Collateral
Agent, for its own account, the collateral monitoring fee set forth in the Fee Letter or such other
fees payable in the amounts and at the times separately agreed upon between Borrower and the
Collateral Agent (the “Collateral Agent Fees”).



     (c) LC and Fronting Fees. Borrower agrees to pay (i) to the Administrative Agent for
the account of each Revolving Lender a participation fee (“LC Participation Fee”) with respect to
its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable
Margin from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant
to Section 2.06 on the average daily amount of such Lender’s LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period from and including
the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving
Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to
the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at the rate of 0.125% per
annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Original Closing Date to
but excluding the later of the date of termination of the Revolving Commitments and the date on
which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect
to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings
thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears on the
last day of March, June, September and December of each year, commencing on the first such date to
occur after the Original Closing Date; provided, that all such fees shall be payable on the
date on which the Revolving Commitments terminate and any such fees accruing after the date on
which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to
the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All LC
Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but excluding the last
day). Following the occurrence and during the continuance of an Event of Default, the LC
Participation Fee shall be increased to a per annum rate equal to 2% plus the otherwise applicable
rate with respect thereto.



     (d) All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the
Fronting Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be
refundable under any circumstances.



53









 






     SECTION 2.06 Interest on Loans and Default Compensation. (a) Subject to the
provisions of Section 2.06(c), the Loans comprising each ABR Borrowing and each Swingline
Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin in effect from time to time.



     (b) Subject to the provisions of Section 2.06(c), the Loans comprising each Eurodollar
Revolving Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for
the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from
time to time.



     (c) Notwithstanding the foregoing, following the occurrence and during the continuance of an
Event of Default, all Obligations shall, upon written notice from the Administrative Agent, or at
the election of the Required Lenders, bear interest, after as well as before judgment, at a per
annum rate equal to (i) in the case of principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section 2.06, (ii)
LC Participation Fee shall increase as provided in Section 2.05(c), and (iii) in the case
of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in
paragraph (a) of this Section 2.06.



     (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Revolving Commitments; provided, that (i)
interest accrued pursuant to paragraph (c) of this Section 2.06 shall be payable on demand
(provided, that, absent demand, such interest shall be payable on each Interest Payment
Date and upon termination of the Revolving Commitments), (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the
Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion.



     (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number
of days elapsed (including the first day but excluding the last day). The applicable Alternate
Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with
the provisions of this Agreement and such determination shall be conclusive absent manifest error.



     SECTION 2.07 Termination and Reduction of Commitments. (a) The Revolving
Commitments, the Swingline Commitment, and the LC Commitment shall automatically terminate on the
Maturity Date.



     (b) Borrower may at any time terminate, or from time to time permanently reduce, the
Commitments of any Class; provided, that (i) each reduction of the Commitments of any Class
shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million,
(ii) the Commitments shall not be reduced to an amount less than $175.0 million and (iii) the
Commitments shall not be terminated or reduced if, after giving effect to any concurrent



54









 




prepayment
of the Loans in accordance with Section 2.10, the sum of the Revolving Exposures would
exceed the aggregate amount of Revolving Commitments, the Swingline Exposures would exceed the
Swingline Commitment or the LC Exposures would exceed the LC Commitment.




     (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b) of this Section 2.07 at least three Business Days prior to
the effective date of such termination or reduction, specifying such election and the effective
date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section
2.07 shall be irrevocable. Any termination or reduction of the Commitments of any Class shall
be permanent. Each reduction of the Commitments of any Class shall be made ratably among the
Lenders in accordance with their respective Commitments of such Class.



     SECTION 2.08 Interest Elections. (a) Each Revolving Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, Borrower may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section 2.08. Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to
the contrary, Borrower shall not be entitled to request any conversion or continuation that, if
made, would result in more than six Eurodollar Revolving Borrowings outstanding hereunder at any
one time. This Section 2.08 shall not apply to Swingline Loans, which may not be converted
or continued.



     (b) To make an election pursuant to this Section 2.08, Borrower shall notify the
Administrative Agent of such election by delivery (by telecopy or e-mail) of a written Interest
Election Request substantially in the form of Exhibit D by the time that a Borrowing
Request would be required under Section 2.03 if Borrower was requesting a Revolving
Borrowing of the Type resulting from such election to be made on the effective date of such
election. Each such Interest Election Request shall be irrevocable.



     (c) Each written Interest Election Request shall specify the following information in
compliance with Section 2.02:



         (i) the Borrowing to which such Interest Election Request applies and, if different options
are being elected with respect to different portions thereof, the portions thereof to be allocated
to each resulting Borrowing (in which case the information to be specified pursuant to clauses
(iii) and (iv) below shall be specified for each resulting Borrowing);



         (ii) the effective date of the election made pursuant to such Interest Election Request, which
shall be a Business Day;



         (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Revolving
Borrowing; and



55









 





         (iv) if the resulting Borrowing is a Eurodollar Revolving Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period contemplated by
the definition of the term “Interest Period”; provided, that until the earlier of (i) the
date on which the Administrative Agent shall have notified Borrower that the primary syndication of
the Commitments has been completed and (ii) the date which is 180 days after the Original Closing
Date, the Interest Period shall be one month.


If any such Interest Election Request requests a Eurodollar Revolving Borrowing but does not
specify an Interest Period, then Borrower shall be deemed to have selected an Interest Period of
one month’s duration (subject to the proviso in clause (iv) above).




     (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.



     (e) If an Interest Election Request with respect to a Eurodollar Revolving Borrowing is not
timely delivered prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies Borrower, then, after the occurrence and during the continuance of such Event
of Default (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Revolving
Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.



     (f) Each Existing ABR Borrowing outstanding on the Closing Date shall remain outstanding and
in all respects continuing and shall be deemed to be an ABR Borrowing hereunder. Each Existing
Eurodollar Revolving Borrowing outstanding on the Closing Date shall remain outstanding and in all
respects be continuing after the Closing Date and shall be deemed to be a Eurodollar Revolving
Borrowing hereunder, having the Interest Period that commenced on the date of such Existing
Eurodollar Revolving Borrowing.



     SECTION
2.09 [Intentionally Omitted]
.

     SECTION 2.10 Optional and Mandatory Prepayments of Loans.



     (a) Optional Prepayments. In addition to prepayments of Borrowings in accordance with
Section 9.01 or Section 2.17(c) hereof, Borrower shall have the right at any time
and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of
this Section 2.10; provided, that each partial prepayment shall be in an amount
that is an integral multiple of $1.0 million and not less than $5.0 million.



     (b) Revolving Loan and Swingline Loan Prepayments.



         (i) In the event of the termination of all the Revolving Commitments, Borrower shall, on the
date of such termination, repay or prepay all its outstanding Revolving Borrowings and all
outstanding Swingline Loans and replace all outstanding Letters of Credit and/or deposit an amount
equal to the LC Exposure in the Cash Collateral Account.



56









 





         (ii) In the event of any partial reduction of the Revolving Commitments, then (A) at or prior
to the effective date of such reduction, the Administrative Agent shall notify Borrower and the
Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (B) if the
sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after
giving effect to such reduction, then Borrower shall, on the date of such reduction, make
prepayments in accordance with Section 2.10(i) in an amount sufficient to eliminate such
excess.



         (iii) [Intentionally Omitted.]



         (iv) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving
Commitments then in effect (including, without limitation, on any date on which Dollar Equivalents
are determined pursuant to Section 11.15), the Borrower shall, without notice or demand,
make prepayments in accordance with Section 2.10(i) in an amount sufficient to eliminate
such excess.



         (v) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect
(including, without limitation, on any date on which Dollar Equivalents are determined pursuant to
Section 11.15), the Borrower shall, without notice or demand, immediately replace or cash
collateralize outstanding Letters of Credit in accordance with the procedures set forth in
Section 2.18(j), in an amount sufficient to eliminate such excess.



     (c) Asset Sales. Not later than one Business Day following the receipt of any Net
Cash Proceeds of any Asset Sale by a Loan Party, Borrower shall, and shall cause the applicable
Loan Party (with appropriate adjustments to any intercompany loan account balances or Borrowing
Base Guarantor Intercompany Loan Account balances, as applicable) to, apply 100% of the Net Cash
Proceeds received with respect thereto to make prepayments in accordance with Section
2.10(i); provided, that:



         (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by
Section 6.05(b)(ii), (e) or (h), (B) the disposition of assets subject to a
condemnation or eminent domain proceeding or insurance settlement to the extent it does not
constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than
$100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $1.0
million in Net Cash Proceeds in any fiscal year; and



         (ii) subject to Section 2.10(g) and so long as no Event of Default shall then exist or
would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales (except Asset
Sales permitted under Section 6.05(b)(v)) shall not exceed $5.0 million in any fiscal year,
such proceeds shall not be required to be so applied on such date to the extent that Borrower shall
have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date
stating that such Net Cash Proceeds shall be used by a Loan Party to purchase replacement assets or
acquire 100% of the Equity Interests of any Person that owns such assets no later than 270 days
following the date of such Asset Sale (which Officers’ Certificate shall set forth the estimates of
the proceeds to be so expended); provided, that all Property purchased with the Net Cash
Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the



57









 




applicable
Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the
other Secured Parties in accordance with Sections 5.11 and 5.12;




     (d) Debt Issuance. Upon any Debt Issuance after the Original Closing Date (other than
Acquisition Debt Issuance), Borrower shall, and shall cause the other Loan Parties to, make
prepayments in accordance with Sections 2.10(i) in an aggregate principal amount equal to
100% of the Net Cash Proceeds of such Debt Issuance.



     (e) [Intentionally Omitted].



     (f) Casualty Events. Not later than one Business Day following the receipt of any Net
Cash Proceeds from a Casualty Event, Borrower shall apply, and shall cause other Loan Parties (with
appropriate adjustments to any intercompany loan account balances or Borrowing Base Guarantor
Intercompany Loan Account balances, as applicable) to apply, an amount equal to 100% of such Net
Cash Proceeds to make prepayments in accordance with Sections 2.10(i); provided,
that subject to Section 2.10(g) and so long as no Event of Default shall then exist or
arise therefrom, such proceeds shall not be required to be so applied on such date to the extent
that in the event such Net Cash Proceeds shall not exceed $5.0 million in the aggregate at any
time, Borrower shall have delivered an Officers’ Certificate (which Officers’ Certificate shall set
forth the estimates of the proceeds to be so expended) to the Administrative Agent and the
Collateral Agent on or prior to such date stating that such proceeds shall be used to repair,
replace or restore any Property that is subject of a Casualty Event no later than 270 days
following the date of receipt of such proceeds; provided, further, that all
Property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made
subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its
benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11
and 5.12.



     (g) In the event that Borrower has delivered an Officers’ Certificate in accordance with
Section 2.10(c)(ii) or in accordance with Section 2.10(f), (i) both a Reserve and a
Line Reserve (“Reinvestment Reserve”) shall be established (in the amount of the Net Cash Proceeds
less, in the case of a Casualty Event, the Net Cash Proceeds attributable to lost or
destroyed Inventory) which shall each be released simultaneously with and to the extent of any
Loans advanced to the Borrower for the purpose of purchasing assets in accordance with Section
2.10(c)(ii) or 2.10(f), as applicable; provided, that Borrower submits (with
the applicable Borrowing Request) an Officer’s Certificate setting forth the use of proceeds of the
requested Loan and confirming that such use is in compliance with Section 2.10(c)(ii) or
2.10(f), as applicable, and (ii) in the event that any part or all of the Reinvestment
Reserve remains in place at the end of the time period set forth in Section 2.10(c)(ii) or
2.10(f), as applicable:




         (A) Borrower shall, and shall cause other Loan Parties to (with appropriate adjustments
to any intercompany loan account balances or Borrowing Base Guarantor Intercompany Loan
Account balances, as applicable) prepay Obligations in accordance (with a concurrent release
of such Reinvestment Reserve) with Section 2.10(i) in the amount of such remaining
Reinvestment Reserve without reducing Commitments, and




         (B) if such Reinvestment Reserve relates to Eligible Equipment or Eligible Real
Property, (x) such Eligible Equipment or Eligible Real Property shall be deleted



58









 





from
Schedule 1.01(d) and Schedule 1.01(d) shall be amended in accordance with
the definition of the term “Fixed Asset Loan Value” (with appropriate adjustments to the
Borrowing Base Guarantor Intercompany Loan Account), and (y) the Fixed Asset Loan Value of
the Person owning such Eligible Equipment or Eligible Real Property shall be reduced by an
amount equal to the appraised net orderly liquidation value of Eligible Equipment or the
appraised fair market value of Eligible Real Property, as applicable.



     For the purposes of determining whether clause (B) of this paragraph (g) shall apply,
any Equipment located on one of the locations listed on Schedule 1.01(e) shall be deemed
Eligible Equipment and therefore clause (B) of this paragraph (g) shall apply with respect to such
Equipment and the amount of the Net Cash Proceeds of such Equipment shall be deemed to be the
appraised net orderly liquidation value thereof.



     (h) [Intentionally Omitted.]



     (i) Application of Prepayments.



         (i) Prior to any optional or mandatory prepayment of Borrowings hereunder, Borrower shall
select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of
such prepayment pursuant to paragraph (i) of this Section 2.10(i). Subject to Section
9.04 and so long as no Event of Default shall then exist and be continuing, all mandatory
prepayments shall be applied as follows: first, to Fees and reimbursable expenses of the
Administrative Agent and the Collateral Agent then due and payable pursuant to the Loan Documents;
second, to interest then due and payable on all Loans; third, to the principal
balance of the Swingline Loan until the same has been repaid in full; fourth, to the
outstanding principal balance of Revolving Loans until the same has been paid in full, including
accompanying accrued interest and charges under Sections 2.12, 2.13 and
2.15 (Borrower may elect which of any Eurodollar Revolving Borrowings is to be prepaid);
fifth, to cash collateralize all LC Exposures plus any accrued and unpaid Fees with respect
thereto (to be held and applied in accordance with Section 2.18(j) hereof); sixth,
to all other Obligations pro rata in accordance with the amounts that such Lender certifies is
outstanding; and, seventh, returned to Borrower or to such party as otherwise required by
law. All such mandatory prepayments of the Revolving Loans shall cause a corresponding reduction
in the Revolving Commitments of the Lenders in accordance with their applicable Revolving
Commitments.



         (ii) Amounts to be applied pursuant to this Section 2.10 to the prepayment of
Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans,
respectively. Any amounts remaining after each such application shall be applied to prepay
Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any
prepayment of Loans required under this Section 2.10 shall be in excess of the amount of
the ABR Loans at the time outstanding, only the portion of the amount of such prepayment as is
equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election
of Borrower, the balance of such required prepayment shall be prepaid immediately, together with
any amounts owing to the Lenders under Section 2.13.



     (j) Notice of Prepayment. Borrower shall notify the Administrative Agent (and, in the
case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by



59









 




telecopy)
of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii)
in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan,
not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or
portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment. Promptly following receipt of any such notice (other
than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial repayment of any Borrowing shall be in an amount
that would be permitted in the case of an advance of a Borrowing of the same Type as provided in
Section 2.02, except as necessary to apply fully the required amount of a mandatory
prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.06.




     SECTION 2.11 Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurodollar Revolving Borrowing:



     (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR
Rate for such Interest Period; or



     (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBOR Rate
for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making
or maintaining their Loans included in such Borrowing for such Interest Period;


then the Administrative Agent shall give notice thereof to Borrower and the Lenders by telephone,
e-mail or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Revolving Borrowing shall be ineffective and (ii) if
any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an
ABR Borrowing.




     SECTION 2.12 Increased Costs. (a) If any Change in Law shall:



         (i) impose, modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by, any Lender (except
any such reserve requirement reflected in the Adjusted LIBOR Rate) or the Issuing Bank; or



         (ii) impose on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Revolving Loans made by such Lender or any Letter
of Credit or participation therein;



60









 




and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Revolving Loan (or of maintaining its obligation to make any such Loan)
or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or
maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such
Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then Borrower
will pay to Administrative Agent for the account of such Lender or the Issuing Bank, as the case
may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as
the case may be, for such additional costs incurred or reduction suffered.




     (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the
Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy), then from time to time Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender
or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction
suffered.



     (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section 2.12 shall be delivered to Borrower
and shall be conclusive absent manifest error. Borrower shall pay Administrative Agent for the
account of such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.



     (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the Issuing
Bank’s right to demand such compensation; provided, that Borrower shall not be required to
compensate a Lender or the Issuing Bank pursuant to this Section 2.12 for any increased
costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation
therefor; provided, further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 270-day period referred to above shall not
begin earlier than the date of effectiveness of the Change in Law.



     SECTION 2.13 Breakage Payments. In the event of (a) the payment or prepayment,
whether optional or mandatory, of any principal of any Eurodollar Revolving Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an Event of Default),
(b) the conversion of any Eurodollar Revolving Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving
Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any
Eurodollar Revolving Loan other than on the last day of the Interest Period applicable thereto as



61









 




a
result of a request by Borrower pursuant to Section 2.16, then, in any such event, Borrower
shall compensate each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurodollar Revolving Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest
which would have accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of
such event to the last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such principal amount for such
period at the interest rate which such Lender would bid were it to bid, at the commencement of such
period, for Dollar deposits of a comparable amount and period from other banks in the Eurodollar
market. A certificate of any Lender setting forth any amount or amounts that such Lender is
entitled to receive pursuant to this Section 2.13 shall be delivered to Borrower and
Administrative Agent and shall be conclusive absent manifest error. Borrower shall pay
Administrative Agent for the account of such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.




     SECTION
2.14 Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a)
Borrower shall make each payment required to be made by it hereunder or under any other Loan
Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section 2.12, 2.13 or 2.15, or otherwise) on or before the
time expressly required hereunder or under such other Loan Document for such payment (or, if no
such time is expressly required, prior to 1:00 p.m., New York City time), on the date when due, in
immediately available funds, without setoff or counterclaim. Any amounts received after such time
on any date may, in the discretion of the Administrative Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Payment Account or such other place as the Administrative Agent may from time
to time designate in writing, except payments to be made directly to the Issuing Bank or Swingline
Lender as expressly provided herein and except that payments pursuant to Sections 2.12,
2.13, 2.15 and 11.03 shall be made to the Administrative Agent for the
benefit of to the Persons entitled thereto and payments pursuant to other Loan Documents shall be
made to the Administrative Agent for the benefit of the Persons specified therein. Subject to the
settlement provisions of Section 10.12, the Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due on a day that is
not a Business Day, the date for payment shall be extended to the next succeeding Business Day,
and, in the case of any payment accruing interest, interest thereon shall be payable for the period
of such extension. All payments under each Loan Document shall be made in Dollars.



     (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto



62









 




in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.




     (c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Revolving Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Loans and participations in LC Disbursements and Swingline
Loans; provided, that (i) if any such participations are purchased and all or any portion
of the payment giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii) the provisions
of this paragraph shall not be construed to apply to any payment made by Borrower pursuant to and
in accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to Borrower or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against Borrower rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.



     (d) Unless the Administrative Agent shall have received notice from Borrower prior to the date
on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that Borrower will not make such payment, the Administrative Agent may
assume that Borrower has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount
due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.



     (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.02(c), 2.02(f), 2.14(d), 2.17(d), 2.18(d) or
11.03(d), then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for
the account of such Lender to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.



63









 





     SECTION
2.15 Taxes. (a) Any and all payments by or on account of any obligation of
Borrower or any Borrowing Base Guarantor hereunder or under any other Loan Document shall be made
without set-off, counterclaim or other defense and free and clear of and without deduction or
withholding for any and all Indemnified Taxes; provided, that if Borrower or such Borrowing
Base Guarantor shall be required by law to deduct any Indemnified Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all required deductions
(including deductions or withholdings applicable to additional sums payable under this Section
2.15) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount
equal to the sum it would have received had no such deductions or withholdings been made, (ii)
Borrower or such Borrowing Base Guarantor shall make such deductions or withholdings and (iii)
Borrower or such Borrowing Base Guarantor shall pay the full amount deducted or withheld to the
relevant Governmental Authority in accordance with applicable law.



     (b) In addition, Borrower shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.



     (c) Borrower shall indemnify and pay the Administrative Agent, each Lender and the Issuing
Bank, within 10 Business Days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case
may be, on or with respect to any payment by or on account of any obligation of Borrower hereunder
or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section 2.15) and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a
Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.



     (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower
to a Governmental Authority, Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment reasonably satisfactory to
the Administrative Agent.



     (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or reasonably requested
by Borrower as will permit such payments to be made without withholding or at a reduced rate. Each
Foreign Lender either (1) (i) agrees to furnish either U.S. Internal Revenue Service Form W-8ECI or
U.S. Internal Revenue Service Form W-8BEN (or successor form) and (ii) agrees (for the benefit of
Borrower and the Administrative Agent), to the extent it may lawfully do so at such times, upon
reasonable request by Borrower or the Administrative Agent, to provide a new Form W-8ECI or Form
W-8BEN (or successor form) upon the expiration or



64









 




obsolescence of any previously delivered form to
reconfirm any complete exemption from, or any entitlement to a reduction in, U.S. federal
withholding tax with respect to any interest payment hereunder or (2) in the case of any such
Foreign Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (i)
agrees to furnish either (a) a “Non-Bank Certificate” in a form acceptable to the Administrative
Agent and the Borrower and two accurate and complete original signed copies of Internal Revenue
Service Form W-8BEN (or successor form) or (b) an Internal Revenue Form W-8ECI (or successor form),
certifying (in each case) to such Foreign Lender’s legal entitlement to an exemption or reduction
from U.S. federal withholding tax with respect to all interest payments hereunder and (ii) agrees
(for the benefit of Borrower and the Administrative Agent) to the extent it may lawfully do so at
such times, upon reasonable request by Borrower or the Administrative Agent, to provide a new Form
W-8BEN or W-8ECI (or successor form) upon the expiration or obsolescence of any previously
delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, U.S.
federal withholding tax with respect to any interest payment hereunder.




     (f) If the Administrative Agent or a Lender (or an assignee) determines in its reasonable
discretion that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has
been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant
to this Section 2.15, it shall pay over such refund to Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by Borrower under this Section 2.15
with respect to the Indemnified Taxes or the Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender (or assignee) and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund); provided, however, that Borrower, upon the request of the Administrative
Agent or such Lender (or assignee), agrees to repay the amount paid over to Borrower (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender (or assignee) in the event the Administrative Agent or such
Lender (or assignee) is required to repay such refund to such Governmental Authority. Nothing
contained in this Section 2.15(f) shall require the Administrative Agent or any Lender (or
assignee) to make available its tax returns or any other information which it deems confidential to
Borrower or any other Person. Notwithstanding anything to the contrary, in no event will any
Lender be required to pay any amount to Borrower the payment of which would place such Lender in a
less favorable net after-tax position than such Lender would have been in had the additional
amounts giving rise to such refund of any Indemnified Taxes or Other Taxes never been paid in the
first place.



     SECTION
2.16 Mitigation Obligations; Replacement of Lenders. (a) Mitigation of
Obligations. If any Lender requests compensation under Section 2.12, or if Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future
and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.



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     (b) Replacement of Lenders. If any Lender requests compensation under Section
2.12, or if Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults
in its obligation to fund Loans hereunder, then Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in Section
11.04), all of its interests, rights and obligations under this Agreement to an assignee
selected by Borrower that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided, that (i) Borrower shall have received the prior
written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the
Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under Section
2.12 or payments required to be made pursuant to Section 2.15, such assignment will
result in a material reduction in such compensation or payments. A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender
or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease
to apply.



     SECTION
2.17 Swingline Loans. (a) Swingline Commitment. Subject to the
terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to
Borrower from time to time during the Revolving Availability Period, in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding $20.0 million or (ii) the sum of the total Revolving
Exposures exceeding the lesser of (A) the total Revolving Commitments minus any
Reinvestment Reserve and (B) the Borrowing Base then in effect; provided, that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth
herein, Borrower may borrow, repay and reborrow Swingline Loans.



     (b) Swingline Loans. To request a Swingline Loan, Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not later than 1:00
p.m., New York City time, on the day of a proposed Swingline Loans. Each such notice shall be
irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the
requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of
any such notice received from Borrower. Except for Swingline Loans deemed made pursuant to
Section 2.02(g), the Swingline Lender shall make each Swingline Loan available to Borrower
by means of a credit to an account as directed by the Borrower in the request for such Swingline
Loan (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement
as provided in Section 2.18(e), by remittance to the Issuing Bank) by 3:00 p.m., New York
City time, on the requested date of such Swingline Loan. Borrower shall not request a Swingline
Loan if at the time of and immediately after giving effect to such request a Default has occurred
and is continuing. Swingline Loans shall be made in minimum amounts of $500,000 and integral
multiples of $100,000 above such amount.



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     (c) Prepayment. Borrower shall have the right at any time and from time to time to
repay any Swingline Loan, in whole or in part, upon giving written or telecopy notice (or telephone
notice promptly confirmed by written, or telecopy notice) to the Swingline Lender and to the
Administrative Agent before 1:00 p.m., New York City time on the date of repayment at the Swingline
Lender’s address for notices specified in the Swingline Lender’s Administrative Questionnaire;
provided, that each partial prepayment shall be in an amount that is an integral multiple
of $100,000 and not less than $500,000. All principal payments of Swingline Loans shall be
accompanied by accrued interest on the principal amount being repaid to the date of payment



     (d) Participations. The Swingline Lender may by written notice given to the
Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day require the
Revolving Lenders to acquire participations on such Business Day in all or a portion of the
Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in
which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative
Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s
Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Percentage of such Swingline
Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever (provided, that such
payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving
Commitment). Each Revolving Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in Section 2.02(f)
with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis
mutandis, to the payment obligations of the Revolving Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving
Lenders. The Administrative Agent shall notify Borrower of any participations in any Swingline
Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan
shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from Borrower (or other party on behalf of Borrower) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein
shall be promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving
Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender,
as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this
paragraph shall not relieve Borrower of any default in the payment thereof.



     SECTION
2.18 Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, Borrower may request the issuance of Letters of Credit for Borrower’s
account or the account of any Borrowing Base Guarantor in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving
Availability Period (provided, that Borrower shall be a co-applicant with respect to



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each
Letter of Credit issued for the account of or in favor of any Borrowing Base Guarantor). In the
event of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any form of letter of credit application or other agreement submitted by Borrower to,
or entered into by Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control. Issuing Bank may consent to issuing Letters of Credit
that have automatic extension or renewal provisions (“evergreen” Letters of Credit) in its sole
discretion, which evergreen Letters of Credit Issuing Bank may, in its sole discretion, elect not
to permit to be extended or renewed at any time. If, as of the date which is 60 days prior to the
Maturity Date, any evergreen Letters of Credit may for any reason remain outstanding and partially
or wholly undrawn, Borrower shall immediately deposit in the Cash Collateral Account, in the name
of the Collateral Agent and for the benefit of the Secured Parties, an amount in cash representing
105% of the aggregate maximum amount then available to be drawn under such Letter of Credit in
accordance with Section 9.04 hereof.




     (b) Request for Issuance, Amendment, Renewal, Extension; Certain Conditions. To
request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding
Letter of Credit, Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank) an LC Request to the Issuing
Bank and the Administrative Agent not later than 11:00 a.m. on the third Business Day preceding the
requested date of issuance, amendment, renewal or extension (or such later date and time as is
acceptable to both the Issuing Bank and the Administrative Agent). A request for an initial
issuance of a Letter of Credit shall specify in form and detail satisfactory to the Issuing Bank
and the Administrative Agent: (i) the proposed issuance date of the requested Letter of Credit
(which shall be a Business Day); (ii) the amount thereof; (iii) the expiry date thereof; (iv) the
name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary
in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (vii) such other matters as the Issuing Bank or
the Administrative Agent may require. A request for an amendment, renewal or extension of any
outstanding Letter of Credit shall specify in form and detail satisfactory to the Issuing Bank and
the Administrative Agent (i) the Letter of Credit to be amended, renewed or extended; (ii) the
proposed date of amendment, renewal or extension thereof (which shall be a Business Day); (iii) the
nature of the proposed amendment, renewal or extension; and (iv) such other matters as the Issuing
Bank or the Administrative Agent may require. If requested by the Issuing Bank, Borrower also
shall submit a letter of credit application on the Issuing Bank’s standard form in connection with
any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit
Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $50.0 million and (ii) the
total Revolving Exposures shall not exceed the lesser of (A) the total Revolving Commitments
minus the Line Reserve and (B) the Borrowing Base then in effect. Unless the Issuing Bank
shall agree otherwise, no Letter of Credit shall be in an initial amount less than $100,000.



     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which is one
year after the date of the issuance of such Standby Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (y) the Letter of
Credit



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Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the date that is
180 days after the date of issuance of such Commercial Letter of Credit (or, in the case of any
renewal or extension thereof, 180 days after such renewal or extension) and (y) the Letter of
Credit Expiration Date. 




     (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Lender’s Pro Rata Percentage of each LC Disbursement made by the Issuing
Bank and not reimbursed by Borrower on the date due as provided in paragraph (e) of this
Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.



     (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank an
amount equal to such LC Disbursement not later than 2:00 p.m., New York City time, on the date that
such LC Disbursement is made, if Borrower shall have received notice of such LC Disbursement prior
to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by
Borrower prior to such time, on such date, then not later than 2:00 p.m., New York City time on (i)
the Business Day that Borrower receives such notice, if such notice is received prior to 11:00
a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the
day that Borrower receives such notice, if such notice is not received prior to such time on the
day of receipt; provided, that Borrower may, subject to the conditions to borrowing set
forth herein, request in accordance with Section 2.03 or 2.17 that such payment be
financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the
extent so financed, Borrower’s obligation to make such payment shall be discharged and replaced by
the resulting ABR Revolving Borrowing or Swingline Loan. If Borrower fails to make such payment
when due, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall
notify each Revolving Lender of the applicable LC Disbursement, the payment then due from Borrower
in respect thereof and such Lender’s Pro Rata Percentage thereof. Promptly following receipt of
such notice, each Revolving Lender shall pay to the Administrative Agent its Pro Rata Percentage of
the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(f) with
respect to Loans made by such Lender, and the Administrative Agent shall promptly pay to the
Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt
by the Administrative Agent of any payment from Borrower pursuant to this paragraph, the
Administrative Agent shall, to the extent that Revolving Lenders have made payments pursuant to
this paragraph to reimburse the Issuing Bank, distribute such payment to such Lenders and the
Issuing Bank as their interests may



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appear. Any payment made by a Revolving Lender pursuant to
this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR
Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall
not relieve Borrower of its obligation to reimburse such LC Disbursement.




     (f) Obligations Absolute. The obligation of Borrower to reimburse LC Disbursements as
provided in paragraph (e) of this Section 2.18 shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in
any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by
the Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section 2.18, constitute a legal or equitable discharge of, or provide a right of
setoff against, the obligations of Borrower hereunder. Neither the Administrative Agent, the
Lenders nor the Issuing Bank, nor any of their Affiliates, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided, that the foregoing shall not be construed to excuse the Issuing
Bank from liability to Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by Borrower to the extent permitted by
applicable law) suffered by Borrower that are caused by the Issuing Bank’s failure to exercise
reasonable care when determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of
gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a
court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the generality thereof,
the parties agree that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.



     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will
make an LC Disbursement thereunder; provided, that any failure to give or delay in giving
such notice shall not relieve Borrower of its obligation to reimburse the Issuing



70









 




Bank and the
Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing
of such reimbursement obligation set forth in Section 2.18(e)).




     (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is
made, the unpaid amount thereof shall bear interest, for each day from and including the date such
LC Disbursement is made to but excluding the date that Borrower reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans; provided, that, if Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section
2.18, then Section 2.06(c) shall apply. Interest accrued pursuant to this paragraph
shall be for the account of the Issuing Bank, except that interest accrued on and after the date of
payment by any Revolving Lender pursuant to paragraph (e) of this Section 2.18 to reimburse
the Issuing Bank shall be for the account of such Lender to the extent of such payment.



     (i) Resignation or Removal of the Issuing Bank. The Issuing Bank may resign as
Issuing Bank hereunder at any time upon at least 30 days’ prior notice to the Lenders, the
Administrative Agent and Borrower. The Issuing Bank may be replaced at any time by written
agreement among Borrower, the Administrative Agent, the replaced Issuing Bank and the successor
Issuing Bank. One or more Lenders may be appointed as additional Issuing Banks in accordance with
subsection (k) below. The Administrative Agent shall notify the Lenders of any such replacement of
the Issuing Bank or any such additional Issuing Bank. At the time any such resignation or
replacement shall become effective, Borrower shall pay all unpaid fees accrued for the account of
the replaced Issuing Bank pursuant to Section 2.05(c). From and after the effective date
of any such resignation or replacement or addition, as applicable, (i) the successor or additional
Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement
with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term
“Issuing Bank” shall be deemed to refer to such successor or such addition or to any previous
Issuing Bank, or to such successor or such additional Issuing Bank and all previous Issuing Banks,
as the context shall require. After the resignation or replacement of an Issuing Bank hereunder,
the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such resignation or replacement, but shall not be required to issue additional Letters of
Credit. If at any time there is more than one Issuing Bank hereunder, Borrower may, in its
discretion, select which Issuing Bank is to issue any particular Letter of Credit.



     (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that Borrower receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, Borrower shall deposit in the Cash Collateral Account, in the name of
the Collateral Agent and for the benefit of the Secured Parties, an amount in cash equal to the LC
Exposure as of such date plus any accrued and unpaid interest thereon; provided,
that the obligation to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to Borrower described in clause (g) or
(h) of Article VIII. Each such deposit shall be held by the Collateral Agent in a
Cash Collateral



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Account pursuant to Section 9.04 as collateral for the payment and
performance of the obligations of Borrower under this Agreement. The Collateral Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal, over such account.
Other than any interest earned on the investment of such deposits, which investments shall be made
at the option and sole discretion of the Collateral Agent and at the risk and expense of Borrower,
such deposits shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement obligations of
Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of
the total LC Exposure), be applied to satisfy other Obligations of Borrower under this Agreement.
If Borrower is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount plus any accrued interest or realized
profits of such amounts (to the extent not applied as aforesaid) shall be returned to Borrower
within three Business Days after all Events of Default have been cured or waived. If Borrower is
required to provide an amount of such collateral hereunder pursuant to Section 2.10(b),
such amount plus any accrued interest or realized profits on account of such amount (to the
extent not applied as aforesaid) shall be returned to Borrower as and to the extent that, after
giving effect to such return, Borrower would remain in compliance with Section 2.10(b) and
no Default or Event of Default shall have occurred and be continuing.




     (k) Additional Issuing Banks. Borrower may, at any time and from time to time with
the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such
Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this
Agreement; provided, that no Lender shall be designated as an issuing bank unless such Lender
maintains reporting systems acceptable to the Administrative Agent with respect to LC Exposure and
agrees to provide regular reporting to the Administrative Agent with respect to such LC Exposure.
Any Lender designated as an issuing bank pursuant to this paragraph (k) shall be deemed (in
addition to being a Lender) to be the Issuing Bank with respect to Letters of Credit issued or to
be issued by such Lender, and all references herein and in the other Loan Documents to the term
“Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Lender in
its capacity as Issuing Bank, as the context shall require.



     (l) The Issuing Bank shall be under no obligation to issue any Letter of Credit if:



         (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law
applicable to the Issuing Bank or any request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request
that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit
any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise
compensated hereunder) not in effect on the Original Closing Date, or shall impose upon the Issuing
Bank any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date
and which the Issuing Bank in good faith deems material to it; or



72









 





         (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing
Bank.



     (m) The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the
Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended
form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit.



     SECTION 2.19 Determination of Borrowing Base.



     (a) Eligible Accounts. On any date of determination of the Borrowing Base, all of the
Accounts owned by Borrower and each Borrowing Base Guarantor, as applicable, and reflected in the
most recent Borrowing Base Certificate delivered by the Borrower to the Collateral Agent and the
Administrative Agent shall be “Eligible Accounts” for the purposes of this Agreement, except any
Account to which any of the exclusionary criteria set forth below applies. In addition, the
Administrative Agent reserves the right, at any time and from time to time after the Original
Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to
adjust the applicable advance rate with respect to Eligible Accounts, in its reasonable credit
judgment, subject to the approval of the Supermajority Lenders in the case of adjustments, new
criteria or changes in the applicable advance rates which have the effect of making more credit
available. Eligible Accounts shall not include any of the following Accounts:



         (i) any Account in which the Collateral Agent, on behalf of the Secured Parties, does not have
a first priority and exclusive perfected Lien;



         (ii) any Account that is not owned by a Borrower or a Borrowing Base Guarantor;



         (iii) any Account due from an Account Debtor that is not domiciled in the United States or
Canada or, if not a natural Person, it is not a Domestic or Canadian Person;



         (iv) any Account that is payable in any currency other than Dollars or Canadian Dollars;



         (v) any Account that does not arise from the sale of goods or the performance of services by
such Borrower or Borrowing Base Guarantor in the ordinary course of its business;



         (vi) any Account that does not comply with all applicable legal requirements, including,
without limitation, all laws, rules, regulations and orders of any Governmental Authority
(including any Account due from an Account Debtor located in the States of New Jersey, Minnesota,
Georgia or any other State, unless Borrower and the Borrowing Base Guarantor, as applicable (at the
time the Account was created and at all times thereafter) (i) had filed and has maintained
effective a current notice of business activities report with the appropriate office or agency of
the States of New Jersey, Minnesota, Georgia, or any other State, as applicable, or (ii) was and
has continued to be exempt from filing such report and has provided the Lenders with satisfactory
evidence thereof);



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         (vii) any Account (a) upon which the right to receive payment of either Borrower or any
Borrowing Base Guarantor, as applicable, is not absolute or is contingent upon the fulfillment of
any condition whatsoever unless such condition is satisfied or (b) as to which either Borrower or
any Borrowing Base Guarantor, as applicable, is not able to bring suit or otherwise enforce its
remedies against the Account Debtor through judicial or administrative process or (c) that
represents a progress billing consisting of an invoice for goods sold or used or services rendered
pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject
to the Borrower’s or Borrowing Base Guarantor’, as applicable, completion of further performance
under such contract or is subject to the equitable lien of a surety bond issuer;



         (viii) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such
Account, it being understood that the remaining balance of the Account shall be eligible;



         (ix) any Account that is reissued in respect of partial payment, including without limitation
debit memos and charge backs;



         (x) any Account that is not a true and correct statement of bona fide indebtedness incurred in
the amount of the Account for merchandise sold to or services rendered and accepted by the
applicable Account Debtor;



         (xi) any Account with respect to which an invoice or other electronic transmission
constituting a request for payment, reasonably acceptable to the Collateral Agent in form and
substance, has not been sent on a timely basis to the applicable Account Debtor according to the
normal invoicing and timing procedures of Borrower or Borrowing Base Guarantor, as applicable;



         (xii) any Account that arises from a sale to any director, officer, other employee or
Affiliate of Borrower or any Borrowing Base Guarantor (including, without limitation, NextGen), or
to any entity that has any common officer or director with any Borrower or Borrowing Base
Guarantor;



         (xiii) to the extent the Borrower or any Subsidiary is liable for goods sold or services
rendered by the applicable Account Debtor to the Borrower or any Subsidiary but only to the extent
of the potential offset;



         (xiv) any Account that arises with respect to goods that are delivered on a bill-and-hold,
cash-on-delivery basis or placed on consignment (other than Eligible Consigned Inventory),
guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be
conditional or with respect to which the applicable Account Debtor is treated by Borrower or a
Borrowing Base Guarantor as a cash-in-advance terms customer (regardless of whether shipment was in
fact withheld subject to receiving payment);



         (xv) any Account that is in default; provided, that, without limiting the generality
of the foregoing, an Account shall be deemed in default upon the occurrence of any of the
following:




         (a) any Account not paid within 90 days following its original invoice date;



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         (b) any Account which is due according to its original terms of sale more than
90 days after its original invoice date, except as may be approved in advance and in
writing by Collateral Agent in its discretion, with such limitations as the
Collateral Agent may deem appropriate; it being understood and agreed that (I) as of
the Closing Date, an AutoZone Account, a Robert Bosch Account, an Ozark Account or
an Account of Graybar Electric Company, Inc. or State Electric Supply Co., Inc.
which is due according to its original terms of sale more than 90 days after its
original invoice date shall not be deemed in default by reason of this clause (b) or
by reason of clause (a) above, as long as such Account is not more than 30 days past
due according to its original terms of sale and does not remain unpaid for more than
150 days after its original invoice date; (II) to the extent AutoZone, Inc., Robert
Bosch Corporation, or Ozark Auto Purchasing LLC is an Investment Grade Account
Debtor, an AutoZone Account, Robert Bosch Account, or Ozark Account which is due
according to its original terms of sale more than 90 days after its original invoice
date shall not be deemed in default by reason of this clause (b) or by reason of
clause (a) above, as long as such Account is not more than 30 days past due
according to its original terms of sale and does not remain unpaid for more than 180
days after its original invoice date (195 days after its original invoice date in
the case of an AutoZone Account having an original invoice date on or after January
1, 2007 and prior to January 1, 2008; and 210 days after its original invoice date
in the case of an AutoZone Account having an original invoice date on or after
January 1, 2008), and (III) (A) if the aggregate Available Amounts of all AutoZone
Accounts that are Eligible Accounts shall at any time exceed 25% of the aggregate
Available Amounts of all Eligible Accounts which are included in the Borrowing Base,
then the Collateral Agent may establish a Reserve in the exercise of its reasonable
credit judgment in an amount equal to the excess of the aggregate Available Amounts
of such AutoZone Accounts over 25% of the aggregate Available Amounts of all
Eligible Accounts, (B) if the aggregate Available Amounts of all Robert Bosch
Accounts that are Eligible Accounts shall at any time exceed 7% of the aggregate
Available Amounts of all Eligible Accounts which are included in the Borrowing Base,
then the Collateral Agent may establish a Reserve in the exercise of its reasonable
credit judgment in an amount equal to the excess of the aggregate Available Amounts
of such Robert Bosch Accounts over 7% of the aggregate Available Amounts of all
Eligible Accounts, and (C) if the aggregate Available Amounts of all Ozark Accounts
that are Eligible Accounts shall at any time exceed 3% of the aggregate Available
Amounts of all Eligible Accounts which are included in the Borrowing Base, then the
Collateral Agent may establish a Reserve in the exercise of its reasonable credit
judgment in an amount equal to the excess of the aggregate Available Amounts of such
Ozark Accounts over 3% of the aggregate Available Amounts of all Eligible Accounts;




         (c) the Account Debtor obligated upon such Account suspends business, makes a
general assignment for the benefit of creditors or fails to pay its debts generally
as they come due; or



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         (d) a petition is filed by or against any Account Debtor obligated upon such
Account under any bankruptcy law or any other federal, state, provincial or foreign
(including any provincial) receivership, insolvency relief or other law or laws for
the relief of debtors;



         (xvi) any Account that is the obligation of an Account Debtor (other than an individual) if
50% or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under
the other criteria set forth in this Section 2.19(a);



         (xvii) any Account as to which any of the representations or warranties in the Loan Documents
are untrue;



         (xviii) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper;



         (xix) to the extent such Account exceeds any credit limit established by the Administrative
Agent, in its reasonable credit judgment, following prior notice of such limit by the
Administrative Agent to the Borrower;



         (xx) that portion of any Account (a) in respect of which there has been, or should have been,
established by the Borrower or any Borrowing Base Guarantor a contra account, whether in respect of
contractual allowances with respect to such Account, audit adjustment, anticipated discounts or
otherwise, or in respect of which Borrower or any Borrowing Base Guarantor accrues liability for
deposits made by Account Debtors in respect of the reels used to store cable, or (b) which is due
from an Account Debtor to whom the Borrower or any Borrowing Base Guarantor owes a trade payable,
but only to the extent of such trade payable or (c) which the Borrower or any Borrowing Base
Guarantor knows is subject to the exercise by an Account Debtor of any right of recession, set-off,
recoupment, counterclaim or defense or (d) of any Account Debtor that is taking part in a volume
rebate program and is meeting the requisite volume criteria; or



         (xxi) any Account on which the Account Debtor is a Governmental Authority, unless Borrower or
any Borrowing Base Guarantor, as applicable, has assigned its rights to payment of such Account to
the Administrative Agent pursuant to, in the case of a federal Governmental Authority, the
Assignment of Claims Act of 1940, as amended, or Financial Administration Act (Canada), as amended,
and pursuant to applicable law, if any, in the case of any other Governmental Authority, and such
assignment has been accepted and acknowledged by the appropriate government officers.



     (b) Eligible Inventory. For purposes of this Agreement, Eligible Inventory shall
exclude any Inventory to which any of the exclusionary criteria set forth below applies. The
Administrative Agent shall have the right to establish, modify or eliminate Reserves against
Eligible Inventory from time to time in its reasonable credit judgment. In addition, the
Administrative Agent reserves the right, at any time and from time to time after the Original
Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to
adjust the applicable advance rate with respect to Eligible Inventory, in its reasonable credit
judgment, subject to the approval of the Supermajority Lenders in the case of adjustments, new
criteria,



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changes in the applicable advance rate or the elimination of Reserves which have the
effect of making more credit available. Eligible Inventory shall not include any Inventory of
Borrower or any Borrowing Base Guarantor that:




         (i) the Collateral Agent, on behalf of Secured Parties, does not have a first priority and
exclusive perfected Lien on such Inventory;



         (ii) is not located on premises in United States or Canada;



         (iii) (A) is located on premises leased by Borrower or a Borrowing Base Guarantor, unless (x)
at such location the aggregate value of Inventory exceeds $250,000, and (y) either (1) a reasonably
satisfactory Landlord Lien Waiver and Access Agreement has been delivered to the Collateral Agent,
or (2) Reserves reasonably satisfactory to the Administrative Agent have been established with
respect thereto or (B) is stored with a bailee or warehouseman where the aggregate value of
Inventory exceeds $250,000 unless either (x) a reasonably satisfactory, acknowledged bailee waiver
letter has been received by the Collateral Agent or (y) Reserves reasonably satisfactory to the
Administrative Agent have been established with respect thereto, or (C) is located at an owned
location subject to a mortgage in favor of a lender other than the Collateral Agent where the
aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory mortgagee
waiver has been delivered to the Collateral Agent or (y) Reserves reasonably satisfactory to the
Administrative Agent have been established with respect thereto;



         (iv) is placed on consignment (other than Eligible Consigned Inventory);



         (v) is covered by a negotiable document of title, unless such document has been delivered to
the Collateral Agent with all necessary endorsements, free and clear of all Liens except those in
favor of the Collateral Agent and the Lenders and landlords, carriers, bailees and warehousemen if
clause (iii) above has been complied with;



         (vi) is to be returned to suppliers;



         (vii) is obsolete, unsalable, shopworn, seconds, damaged or unfit for sale;



         (viii) is slow moving (in excess of 1-year supply);



         (ix) consists of display items, samples or packing or shipping materials, manufacturing
supplies or replacement parts (it being understood that Eligible Inventory shall not exclude
work-in-process Inventory if it is not excluded in accordance with other criteria set forth herein,
unless otherwise determined by the Administrative Agent in its reasonable credit judgment);



         (x) is not of a type held for sale in the ordinary course of Borrower’s or any Borrowing Base
Guarantor’s, as applicable, business;



         (xi) breaches any of the representations or warranties pertaining to Inventory set forth in
the Loan Documents;



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         (xii) consists of Hazardous Material or goods that can be transported or sold only with
licenses that are not readily available;



         (xiii) is not covered by casualty insurance maintained as required by Section 5.04;



         (xiv) consists of custom made Inventory which is not saleable to any other customer or in
ordinary course;



         (xv) is in transit; or



         (xvi) is subject to any licensing arrangement the effect of which would be to limit the
ability of Collateral Agent, or any Person selling the Inventory on behalf of Collateral Agent, to
sell such Inventory in enforcement of the Collateral Agent’s Liens, without further consent or
payment to the licensor or other.



     (c) Eligible Equipment and Eligible Real Property. The Administrative Agent shall
have the right to establish, modify or eliminate Reserves against Eligible Equipment and Eligible
Real Property from time to time in its reasonable credit judgment. In addition, the Administrative
Agent reserves the right, at any time and from time to time after the Original Closing Date, to
adjust any of the criteria set forth in the definitions of the terms “Eligible Equipment” and
“Eligible Real Property”, to establish new criteria and to adjust the applicable advance rate with
respect to Eligible Equipment or Eligible Real Property, in its reasonable credit judgment, subject
to the approval of the Supermajority Lenders in the case of adjustments, new criteria, changes in
the applicable advance rate or the elimination of Reserves which have the effect of making more
credit available and in the case of any change in the FALV Amortization Factor. Any Equipment
affixed to the Mortgaged Real Property listed on Schedule 1.01(e), if otherwise eligible
hereunder, shall be deemed Eligible Equipment rather than Eligible Real Property.



     SECTION 2.20 Commitment Increase. From time to time after the Closing Date, the
Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate
for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving
Commitments shall at no time exceed $350,000,000 (any such increase, a “Commitment Increase”) at
the option of Borrower pursuant to delivery of written notice from Borrower of a proposed
Commitment Increase to the Administrative Agent if each of the following conditions have been met:



     (a) no Default or Event of Default shall exist or would result from such Commitment Increase;



     (b) no Commitment Increase may be in an amount less than $10,000,000;



     (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection
with any Commitment Increase;



     (d) the proposed Commitment Increase shall have been consented to in writing by each existing
Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any)
that constitutes a permitted assignee under Section 11.04(b) and that has



78









 




agreed to become
a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New
Lender”);




     (e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not
exceed the Commitment Increase Cap; and



     (f) the Administrative Agent shall have received (i) an agreement setting forth such
Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii)
evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment
Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to
the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing
Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed
to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi)
evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in
connection with such Commitment Increase, in each case as the Administrative Agent may reasonably
request.



         Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each
Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the
consent of any Lender other than those Lenders, if any, which have agreed to increase their
Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to
any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro
rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the
effective date of the applicable Commitment Increase, the Revolving Lenders (including, without
limitation, any new Lenders) shall make payments to the Administrative Agent, and the
Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the
Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving
Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate
Percentages hereunder (after giving effect to the applicable Commitment Increase).



ARTICLE III.




REPRESENTATIONS AND WARRANTIES




     Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent, the
Issuing Bank and each of the Lenders (with references to the Companies being references thereto
after giving effect to the Transactions unless otherwise expressly stated) that:



     SECTION
3.01 Organization; Powers. Each Company (a) is duly organized and validly
existing under the laws of the jurisdiction of its organization, (b) has all requisite power and
authority to carry on its business as now conducted and to own and lease its Property and (c) is
qualified and in good standing (to the extent such concept is applicable in the applicable
jurisdiction) to do business in every jurisdiction where such qualification is required, except in
such jurisdictions where the failure to so qualify or be in good standing, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect.



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     SECTION
3.02 Authorization; Enforceability. The Transactions to be entered into by
each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary
action. This Agreement has been duly executed and delivered by each Loan Party and constitutes,
and each other Loan Document to which any Loan Party is to be a party, when executed and delivered
by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.



     SECTION
3.03 Governmental Approvals; No Conflicts. Except as set forth on
Schedule 3.03, the Transactions (a) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except (i) such as have been
obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created
under the Loan Documents and (iii) consents, approvals, registrations, filings or actions the
failure of which to obtain or perform could not reasonably be expected to result in a Material
Adverse Effect, (b) will not violate the charter, by-laws or other organizational documents of any
Company or any order of any Governmental Authority, (c) will not violate, result in a default or
require any consent or approval under any applicable law or regulation, indenture, agreement or
other instrument binding upon any Company or its assets, or give rise to a right thereunder to
require any payment to be made by any Company, except for violations, defaults or the creation of
such rights that could not reasonably be expected to result in a Material Adverse Effect, and (d)
will not result in the creation or imposition of any Lien on any Property of any Company, except
Liens created under the Loan Documents and Permitted Liens.



     SECTION
3.04 Financial Statements. (a) Borrower has heretofore furnished to the
Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and
cash flows of Holdings and its consolidated Subsidiaries (i) as of and for the fiscal years ended
December 31, 2000, 2001, 2002, 2003 and 2004, audited by and accompanied by the opinion of Deloitte
& Touche LLP, independent public accountants, and (y) as of and for the 9-month period ended
September 30, 2005 and for the comparable period of the preceding fiscal year, in each case,
certified by the Chief Financial Officer of Holdings. Such financial statements have been prepared
in accordance with GAAP consistently applied and present fairly and accurately the financial
condition and results of operations and cash flows of Holdings and its consolidated Subsidiaries as
of such dates and for such periods. Except as set forth in such financial statements or schedules
hereto, as of the Closing Date, there are no liabilities of any Company of any kind, whether
accrued, contingent, absolute, determined, determinable or otherwise, which if unpaid could
reasonably be expected to result in a Material Adverse Effect, and there is no existing condition,
situation or set of circumstances which could reasonably be expected to result in such a liability,
other than liabilities under the Loan Documents and the Qualified Senior Note Documents.



     (b) Prior to the Original Closing Date, Borrower has delivered to the Lenders Holdings’ (i)
Confidential Information Memoranda, (ii) unaudited consolidated and consolidating balance sheets
and statements of income and cash flows as of and for the nine-month period ended September 30,
2003 and for the comparable period of the preceding fiscal year and (iii) consolidated projections
for a 5-year period after the Original Closing Date. Such projections



80









 




and financial statements
have been prepared in good faith by the Loan Parties, based on the assumptions stated therein
(which assumptions are believed by the Loan Parties as of the Original Closing Date and on the
Closing Date to be reasonable), are based on the best information available to the Loan Parties as
of the date of delivery thereof, accurately reflect all adjustments required to be made to give
effect to the Transactions. The projections are based upon the same accounting principles as those
used in the preparation of the financial statements described above and the estimates and
assumptions stated therein, all of which the Loan Parties believes to be reasonable and fair in
light of current conditions and current facts known to the Loan Parties and, as of the Closing
Date, reflect the Loan Parties’ good faith and reasonable estimates of the future financial
performance of the Loan Parties for the period set forth therein. The projections are not a
guaranty of future performance, and actual results may differ from the projections.




     (c) Since December 31, 2002, there has been no event, change or occurrence that, individually
or in the aggregate, has had or could reasonably be expected to result in a Material Adverse
Effect.



     SECTION
3.05 Properties. (a) Each Company has good title to, or valid leasehold
interests in, all its Property material to its business, except for minor irregularities or
deficiencies in title that, individually or in the aggregate, do not interfere with its ability to
conduct its business as currently conducted or to utilize such Property for its intended purpose.
Title to all such Property held by such Company is free and clear of all Liens except for Permitted
Liens. The Property of the Companies, taken as a whole, (i) is in good operating order, condition
and repair (ordinary wear and tear excepted) (except to the extent that the failure to be in such
condition could not reasonably be expected to result in a Material Adverse Effect) and (ii)
constitutes all the Property which is required for the business and operations of the Companies as
presently conducted.



     (b) Real Property. As of the Closing Date,



         (i) Schedule 3.05(b) contains a true and complete list of each interest in Real
Property owned by any Company and describes the type of interest therein held by such Company.
Schedule 3.05(b) contains a true and complete list of each Real Property leased, subleased
or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, and
describes the type of interest therein held by such Company and whether such lease, sublease or
other instrument requires the consent of the landlord thereunder or other parties thereto to the
Transactions.



         (ii) The Real Property and the current use thereof complies in all material respects with (i)
all applicable Requirements of Law (including building and zoning ordinances and codes), and the
Borrower or the relevant Company is not an illegal user of such Real Property, and (ii) all
insurance requirements of this Agreement, in each case, except where noncompliance could not
reasonably be expected to have a Material Adverse Effect.



         (iii) No Casualty Event has been commenced or, to the best knowledge of Borrower and the
Companies, is contemplated with respect to all or any portion of any material Real Property or for
any materially adverse relocation of roadways providing access to such Real



81









 




Property other than a
Casualty Event relating to Real Property that has been restored, replaced or rebuilt.




         (iv) There are no current, pending or, to the best knowledge of Borrower and the Companies,
proposed special or other assessments for public improvements or otherwise affecting any Mortgaged
Real Properties, nor are there any contemplated improvements to such Mortgaged Real Properties that
may result in such special or other assessments, in each case, other than such assessments that
will be paid prior to delinquency.



         (v) Neither the Borrower nor the Companies have suffered, permitted or initiated the joint
assessment of any Mortgaged Real Property with any other real property constituting a separate tax
lot that would interfere with the legal foreclosure of such Mortgaged Real Property independent of
any property that is not a Mortgaged Real Property. All owned Real Property is comprised of one or
more parcels, each of which or such parcels together constitutes a separate tax lot and none of
which constitutes a portion of any other tax lot.



         (vi) Each of the Borrower and the Companies has obtained all material permits (including
assembly permits), licenses, variances and certificates required by Requirements of Law to be
obtained by such Person and necessary to the use and operation of the Mortgaged Real Properties for
the purposes for which they are currently used. Each of the Borrower and the Companies has
obtained all permits (including assembly permits), licenses, variances and certificates required by
Requirements of Law to be obtained by such Person and necessary to the use and operation of Real
Property other than Mortgaged Real Properties except to the extent that the failure to obtain such
permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect. The use being made of all Real Property is in material
conformity with the certificate of occupancy and/or such other permits, licenses, variances and
certificates for such Real Property and any other reciprocal easement agreements, restrictions,
covenants or conditions affecting such Real Property.



         (vii) Except for maintenance and repairs in the ordinary course of business or as set forth on
Schedule 3.05(b), to the best knowledge of Borrower and the Companies, all Real Property
owned by Loan Parties is free from structural defects and all building systems contained therein
are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes
for which they are currently being used.



         (viii) No Person other than the Companies has any possessory interest in any Real Property or
right to occupy any Real Property except for leases, subleases and concessions (i) in the ordinary
course of business and (ii) on terms no less favorable to the Companies than terms that were
available to unaffiliated parties in the market generally at the time entered into. There are no
outstanding options to purchase or rights of first refusal or restrictions on transferability
affecting any owned Real Property.



         (ix) Except as could not reasonably be expected to have a material adverse effect on the
affected Property, (i) all Real Property has adequate rights of access to public ways to permit the
Real Property to be used for its intended purpose and is served by operating and adequate water,
electric, telephone, sewer, sanitary sewer and storm drain facilities, (ii) all public utilities
necessary to the continued use and enjoyment of the Real Property and the Companies



82









 




have the legal
right to the continued use thereof, (iii) all roads necessary for the full utilization of the Real
Property for its current purpose have been completed and dedicated to public use and accepted by
all Governmental Authorities or are the subject of access easements for the benefit of such Real
Property and (iv) all reciprocal easement agreements affecting any Real Property are in full force
and effect and no Company is aware of any defaults thereunder. Except for public streets and
sidewalks and other non-material parcels in respect of which any further discontinuance of use or
occupying would not materially interfere with the value or utility of adjacent or nearby Real
Property, no Company uses or occupies any real property other than such Real Property in connection
with the use and operation of any Real Property.




         (x) No building or structure constituting Real Property or any appurtenance thereto or
equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant
or encroaches on any easement or on any property owned by others, which violation or encroachment
materially interferes with the use or could materially adversely affect the value of such building,
structure or appurtenance or which encroachment is necessary for the operation of the business at
any Real Property. All buildings, structures, appurtenances and equipment necessary for the use of
each Mortgaged Real Property for the purpose for which it is currently being used are located on
the real property encumbered by such Mortgage.



         (xi) Each parcel of Real Property, including each lease, has adequate available parking to
meet legal and operating requirements (after taking into account reciprocal easement agreements and
other easements on adjoining or nearby land).



         (xii) No portion of the Real Property owned by a Loan Party has suffered any material damage
by fire or other material casualty loss that has not heretofore been substantially repaired and
restored to its original condition. No portion of the Real Property owned by a Loan Party (other
than the Real Property located in Willimantic, Connecticut for which Borrower has flood insurance)
is located in a special flood hazard area as designated by any federal governmental authorities.



     (c) Each Company owns, or is licensed to use, all patents, patent applications, trademarks,
trade names, servicemarks, copyrights, technology, trade secrets, proprietary information, domain
names, know-how and processes necessary for the conduct of its business as currently conducted (the
“Intellectual Property”), except for those the failure to own or license which, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim
has been asserted and is pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does
any Company know of any valid basis for any such claim (except for such claim and infringement that
could not reasonably be expected to result in a Material Adverse Effect). The use of such
Intellectual Property by each Company does not infringe the rights of any Person, except for such
claims and infringements that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.



     (d) As of the Closing Date, (i) no Company has received any notice of, nor has any knowledge
of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion
of the Property and (ii) no Mortgage encumbers improved Real Property that is located in an area
that has been identified by the Secretary of Housing and Urban Development



83









 




as an area having
special flood hazards and with respect to which flood insurance has been made available under the
National Flood Insurance Act of 1968.




     SECTION
3.06 Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets
forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing
Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number
outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of
shares covered by all outstanding options, warrants, rights of conversion or purchase and similar
rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and
are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly
through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by
Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by
Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title
to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge Agreements,
free of any and all Liens, rights or claims of other Persons, except the security interest created
by the Security Agreements, and there are no outstanding warrants, options or other rights to
purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or
Property that is convertible into, or that requires the issuance or sale of, any such Equity
Interests.



     (b) No consent of any Person including any other general or limited partner, any other member
of a limited liability company, any other shareholder or any other trust beneficiary is necessary
or desirable in connection with the creation, perfection or first priority status of the security
interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the
benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent
of the voting or other rights provided for in the Security Documents or the exercise of remedies in
respect thereof.



     (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and
each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on
Schedule 3.06(c).



     SECTION
3.07 Litigation; Compliance with Laws. (a) As of the Closing Date, there are
no actions, suits or proceedings at law or in equity by or before any Governmental Authority now
pending or, to the knowledge of any Company, threatened against or affecting any Company or any
business, Property or rights of any such Person (i) that involve any Loan Document or the
Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and
that, if adversely determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect.



     (b) Except for matters covered by Section 3.17, no Company or any of its Property is
in violation of, nor will the continued operation of their Property as currently conducted violate,
any Requirements of Law (including any zoning or building ordinance, code or approval or any
building permits) or any restrictions of record or agreements affecting the Real Property or is in
default with respect to any judgment, writ, injunction, decree or order of any Governmental
Authority, where such violation or default could reasonably be expected to result in a Material
Adverse Effect.



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     SECTION
3.08 Agreements. (a) No Company is a party to any agreement or instrument or
subject to any corporate or other constitutional restriction that has resulted or could reasonably
be expected to result in a Material Adverse Effect.



     (b) No Company is in default in any manner under any provision of any indenture or other
agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it
is a party or by which it or any of its Property are or may be bound, where such default could
reasonably be expected to result in a Material Adverse Effect.



     (c) Schedule 3.08(c) accurately and completely lists all material agreements (other
than leases of Real Property set forth on Schedule 3.05(b) and other than the Intercompany
Agreements) to which any Company is a party which are in effect on the date hereof in connection
with the operation of the business conducted thereby and Borrower has delivered to the
Administrative Agent and the Collateral Agent complete and correct copies of all such material
agreements, including any amendments, supplements or modifications with respect thereto.



     SECTION
3.09 Federal Reserve Regulations. (a) No Company is engaged principally, or
as one of its important activities, in the business of extending credit for the purpose of buying
or carrying Margin Stock.



     (b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly
or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a
violation of, or that is inconsistent with, the provisions of the regulations of the Board,
including Regulation T, U or X. The pledge of the Security Agreement Collateral pursuant to the
Security Agreements and Foreign Pledge Agreements does not violate such regulations.



     SECTION
3.10 Investment Company Act; Public Utility Holding Company
Act. No Company
is (a) an “investment company” or a company “controlled” by an “investment company,” as defined in,
or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) a “holding
company,” an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company,”
as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as
amended.



     SECTION
3.11 Use of Proceeds. Borrower will use the proceeds of the Revolving Loans
on and after the Closing Date to finance any Permitted Loan Funded Acquisition, fund the GCC Spain
Acquisition Intercompany Debt and for general corporate purposes.



     SECTION 3.12 Taxes. Each Company has (a) timely filed or caused to be timely filed
all federal Tax Returns and all material, state, local and foreign Tax Returns or materials
required to have been filed by it and all such Tax Returns are true and correct in all material
respects and has (b) duly and timely paid or caused to be duly and timely paid all Taxes (whether
or not shown on any Tax Return) due and payable by it and all assessments received by it, except
Taxes (i) that are being contested in good faith by appropriate proceedings and for which such
Company shall have set aside on its books adequate reserves in accordance with GAAP or (ii) which
could not, individually or in the aggregate, have a Material Adverse Effect; provided, that
any such contest of Taxes with respect to Collateral shall also satisfy the Contested Collateral



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Lien Conditions. Each Company has made adequate provision in accordance with GAAP for all Taxes
not yet due and payable. Each Company is unaware of any proposed or pending tax assessments,
deficiencies or audits that could be reasonably expected to, individually or in the aggregate,
result in a Material Adverse Effect.




     SECTION
3.13 No Material Misstatements. None of any information, report, financial
statement, exhibit or schedule furnished by or on behalf of any Company to the Administrative Agent
or any Lender in connection with the negotiation of any Loan Document or included therein or
delivered pursuant thereto (including the Confidential Information Memoranda) contained, contains
or will contain any material misstatement of fact or omission, omits or will omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under
which they were, are or will be made, not misleading as of the date such information is dated or
certified; provided, that to the extent any such information, report, financial statement,
exhibit or schedule was based upon or constitutes a forecast or projection, each Loan Party
represents only that it acted in good faith and utilized reasonable assumptions and due care in the
preparation of such information, report, financial statement, exhibit or schedule.



     SECTION
3.14 Labor Matters. As of the date hereof and the Closing Date, there are no
strikes, lockouts or slowdowns against any Company pending or, to the knowledge of any Company,
threatened. The hours worked by and payments made to employees of any Company have not been in
violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign
law dealing with such matters in any manner which could reasonably be expected to result in a
Material Adverse Effect. All payments due from any Company, or for which any claim may be made
against any Company, on account of wages and employee health and welfare insurance and other
benefits, have been paid or accrued as a liability on the books of such Company except where the
failure to do so could not reasonably be expected to result in a Material Adverse Effect. The
consummation of the Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement to which any
Company is bound.



     SECTION
3.15 Solvency. Immediately after the consummation of the Transactions to
occur on the Original Closing Date and immediately following the making of each Loan and after
giving effect to the application of the proceeds of each Loan taking into account rights of
contribution against or reimbursement from other Loan Parties, (a) the fair value of the assets of
each Loan Party (individually and on a consolidated basis with its Subsidiaries) will exceed its
debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value
of the Property of each Loan Party (individually and on a consolidated basis with its Subsidiaries)
will be greater than the amount that will be required to pay the probable liability of its debts
and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its
Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually
and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with
which to conduct its business in which it is engaged as such business is now conducted and is
proposed to be conducted following the Closing Date and (e) with respect to any Canadian Loan
Party, that on such date (i) the property of such Person is sufficient, if disposed of at a fairly



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conducted sale under legal process, to enable payment of all its obligations, due and accruing due,
(ii) the property of such Person is, at a fair valuation, greater than the total amount of
liabilities, including contingent liabilities, of such Person, (iii) such Person has not ceased
paying its current obligations in the ordinary course of business as they generally become due, and
(iv)) such Person is not for any reason unable to meet its obligations as they generally become
due. In determining the foregoing, the amount of contingent liabilities (such as litigation,
guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light
of all the facts and circumstances existing at the time, represents the amount that can be
reasonably be expected to become an actual or matured liability.




     SECTION
3.16 Employee Benefit and Pension Plans. (a) Each Domestic Company and its
ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA
and the Code and the regulations and published interpretations thereunder. No ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all other such ERISA
Events, could reasonably be expected to result in material liability of any Domestic Company or any
of its ERISA Affiliates or the imposition of a Lien on any of the assets of a Domestic Company. As
of the date of the most recent financial statements, there is no accumulated funding deficiency (as
defined by Section 412(a) of the Code). Each Company and its ERISA Affiliates are in compliance
with the terms of the July 1999 agreement (and any amendments or related letters) between Holdings
and the PBGC that addresses the Plans. Using actuarial assumptions and computation methods
consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each
Company or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal
therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could
not reasonably be expected to result in a Material Adverse Effect.



     (b) Except as set forth in Schedule 3.16, the Canadian Pension Plans are duly
registered under the ITA and all other applicable laws which require registration and no event has
occurred which is reasonably likely to cause the loss of such registered status. All material
obligations of any Canadian Loan Party (including fiduciary, funding, investment and administration
obligations) required to be performed in connection with the Canadian Pension Plans and the funding
agreements therefor have been performed in a timely fashion. There have been no improper
withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit
Plans. There are no outstanding disputes concerning the assets of the Canadian Pension Plans or
the Canadian Benefit Plans. Each of the Canadian Pension Plans is fully funded in accordance with
the contribution schedules determined by the Plan actuary (using actuarial methods and assumptions
which are consistent with the valuations last filed with the applicable governmental authorities
and which are consistent with generally accepted actuarial principles). General Cable Canada does
not employ any employees outside of Canada.



     (c) Each Foreign Plan has been maintained in substantial compliance with its terms and with
the requirements of any and all applicable laws, statutes, rules, regulations and orders and has
been maintained, where required, in good standing with applicable regulatory authorities. No
Foreign Company has incurred any material obligation in connection with the termination of or
withdrawal from any Foreign Plan. Each Foreign Plan is funded in accordance with the contribution
schedule determined by the Plan actuary (using actuarial methods and assumptions which are
consistent with the valuations last filed with the applicable Governmental Authority



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and which are
consistent with generally accepted actuarial principles). For each Foreign Plan which is not
funded, the obligations of such Foreign Plan are properly accrued.




     SECTION
3.17 Environmental Matters. (a) Except as set forth in Schedule 3.17
or except as, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect:



         (i) The Companies and their businesses, operations and Real Property are and in the last six
years have been in compliance with, and the Companies have no liability under, Environmental Law;



         (ii) The Companies have obtained all Environmental Permits required for the conduct of their
businesses and operations, and the ownership, operation and use of their assets, under
Environmental Law, all such Environmental Permits are valid and in good standing and, under the
currently effective business plan of the Companies, no expenditures or operational adjustments will
be required in order to renew or modify such Environmental Permits during the next five years;



         (iii) There has been no Release or threatened Release of Hazardous Material on, at, under or
from any real Property or facility presently or formerly owned, leased or operated by the Companies
or their predecessors in interest that could result in liability of the Companies under
Environmental Law;



         (iv) There is no Environmental Claim pending or, to the knowledge of the Companies, threatened
against the Companies, or relating to the real Property currently or formerly owned, leased or
operated by the Companies or relating to the operations of the Companies, and there are no actions,
activities, circumstances, conditions, events or incidents that could form the basis of such an
Environmental Claim; and



         (v) No Person with an indemnity or contribution obligation to the Companies relating to
compliance with or liability under Environmental Law is in default with respect to such obligation.



     (b) Except as set forth in Schedule 3.17 or except as, individually or in the
aggregate could not reasonably be expected to result in a Material Adverse Effect:



         (i) No Company is obligated to perform any action or otherwise incur any expense under
Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has
assumed by contract or agreement, and no Company is conducting or financing any Response pursuant
to any Environmental Law with respect to any Real Property or any other location;



         (ii) No Real Property or facility owned, operated or leased by the Companies and, to the
knowledge of the Companies, no real Property or facility formerly owned, operated or leased by the
Companies or any of their predecessors in interest is (x) listed or proposed for listing on the
National Priorities List promulgated pursuant to CERCLA or (y) listed on the Comprehensive
Environmental Response, Compensation and Liability Information System



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promulgated pursuant to
CERCLA or (z) included on any similar list maintained by any Governmental Authority including,
without limitation, any such list relating to petroleum;




         (iii) No Lien has been recorded or, to the knowledge of any Company, threatened under any
Environmental Law with respect to any Real Property or assets of the Companies;



         (iv) The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby will not require any notification, registration, filing,
reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real
Property Disclosure Requirements or any other Environmental Law; and



         (v) The Companies have made available to Lenders all material reports and assessments in the
possession, custody or control of, or otherwise reasonably available to, the Companies concerning
compliance with or liability under Environmental Law at the properties owned within the United
States, which reports may concern the existence of Hazardous Material at such properties.



     SECTION
3.18 Insurance. Schedule 3.18 sets forth a true, complete and correct
description of all insurance maintained by each Company as of the Closing Date. As of each such
date, such insurance is in full force and effect and all premiums have been duly paid. Each
Company has insurance in such amounts and covering such risks and liabilities as are in accordance
with normal industry practice.



     SECTION
3.19 Security Documents. (a) The Security Agreements are effective to create
in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and
enforceable security interest in and Lien on the Security Agreement Collateral and, when (i)
financing statements and other filings in appropriate form are filed in the offices specified on
Schedule 4 to the Perfection Certificate and (ii) upon the taking of possession or control by the
Collateral Agent of the Security Agreement Collateral with respect to which a security interest may
be perfected only by possession or control (which possession or control shall be given to the
Collateral Agent to the extent possession or control by the Collateral Agent is required by each
Security Agreement), the Lien created by the Security Agreements shall constitute a fully perfected
Lien on, and security interest in, all right, title and interest of the grantors thereunder in the
Security Agreement Collateral (other than such Security Agreement Collateral in which a security
interest cannot be perfected under the UCC or PPSA as in effect at the relevant time in the
relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.



     (b) When the Security Agreements or a short form thereof is filed in the United States Patent
and Trademark Office and the United States Copyright Office, Canadian Intellectual Property Office,
as applicable, the Lien created by such Security Agreements shall constitute a fully perfected Lien
on, and security interest in, all right, title and interest of the grantors thereunder in the
Intellectual Property (as defined in such Security Agreements), in each case subject to no Liens
other than Permitted Liens.



     (c) Each Mortgage executed and delivered as of the Original Closing Date is, or, to the extent
any Mortgage is duly executed and delivered thereafter by the
relevant Loan Party, will



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be,
effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the
Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all
of the Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder
and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule
1.01(a), (or, in the case of any Mortgage executed and delivered after the date thereof in
accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is
filed in the offices specified in the local counsel opinion delivered with respect thereto in
accordance with the provisions of Sections 5.11 and 5.12) the Mortgages shall
constitute fully perfected Liens on, and security interests in, all right, title and interest of
the Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and
superior in right to any other Person, other than Liens reasonably acceptable to the Administrative
Agent.




     (d) Each Security Document delivered pursuant to Sections 5.11 and 5.12 will,
upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for
the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on
all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and when
all appropriate filings or recordings are made in the appropriate offices as may be required under
applicable law, such Security Document will constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such Collateral, in each case
subject to no Liens other than the applicable Permitted Liens.



     SECTION
3.20 Equity Financing Documents; Representations and
Warranties in Agreement.
(a) The Lenders have been furnished true and complete copies of each Equity Financing Document to
the extent executed and delivered on or prior to the Original Closing Date.



     (b) All representations and warranties of each Company set forth in the Equity Financing
Documents were true and correct in all material respects as of the time such representations and
warranties were made and shall be true and correct in all material respects as of the Original
Closing Date as if such representations and warranties were made on and as of such date, unless
stated to relate to a specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date.



     SECTION 3.21 [Intentionally Omitted.]



     SECTION
3.22 Location of Material Inventory. Schedule 3.22 sets forth all locations
in the United States and Canada where the aggregate value of Inventory owned by the Loan Parties
exceeds the Dollar Equivalent of $250,000.



     SECTION
3.23 Accuracy of Borrowing Base (a) . At the time any Borrowing Base
Certificate is delivered pursuant to this Agreement, (a) each Account and each item of Inventory
included in the calculation of the Borrowing Base satisfies all of the criteria stated herein (or
of which Borrower has hereafter been notified by Collateral Agent under Section 2.19) to be
an Eligible Account and an item of Eligible Inventory, respectively, (b) each item of Equipment
included in the calculation of the Borrowing Base satisfies all of the criteria stated herein to be
an Eligible Equipment and (c) each parcel of Real Property included in the calculation of the



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Borrowing Base satisfies all of the criteria stated herein satisfies all of the criteria stated
herein to be an Eligible Real Property.




     SECTION
3.24 Post-Audit Asset Dispositions. As of the Original Closing Date, the
Borrower and the other Loan Parties have not disposed of assets (other than Inventory sold in the
ordinary course of their business) which are set forth in the Inventory Appraisal, Equipment
appraisal or Real Property appraisals and which have an aggregate fair market value of more than
the Dollar Equivalent of $250,000.



     SECTION 3.25 Holding Companies; Inactive Subsidiaries. (a) Except for the ownership
of interests in Real Property set forth in Schedule 6.18, no Holding Company (i) engages in
any trade or business other than providing administrative and managerial services on behalf of the
Companies, (ii) owns any assets (other than Equity Interests and Indebtedness, including
intercompany Indebtedness, which are pledged to the Collateral Agent) or (iii) has any liabilities
(other than for Indebtedness permitted to be outstanding with respect to and/or incurred by any
such Holding Company under Section 6.01) in an aggregate amount that exceeds $25,000.



     (b) No Domestic or Canadian Inactive Subsidiary (i) has assets with an aggregate book value in
excess of $25,000 other than Indebtedness and Equity Interests on the Closing Date pledged to the
Collateral Agent, (ii) has any liabilities (other than Indebtedness permitted to be outstanding
with respect to and/or incurred by any such Subsidiary under Section 6.01) in an aggregate
amount that exceeds $25,000 or (iii) engages in any trade or business.



     SECTION 3.26 Common Enterprise. Holdings is the direct or indirect and beneficial
owner and holder of all of the issued and outstanding shares of stock or other Equity Interests in
the Borrower and the other Guarantors. Borrower and Guarantors make up a related organization of
various entities constituting a single economic and business enterprise so that Borrower and
Guarantors share a substantial identity of interests such that any benefit received by any one of
them benefits the others. Borrower and certain Guarantors render services to or for the benefit of
Borrower and/or the other Guarantors, as the case may be, purchase or sell and supply goods to or
from or for the benefit of the others, make loans, advances and provide other financial
accommodations to or for the benefit of Borrower and Guarantors (including, inter
alia, the payment by Borrower and Guarantors of creditors of the Borrower or Guarantors and
guarantees by Borrower and Guarantors of indebtedness of Borrower and Guarantors and provide
administrative, marketing, payroll and management services to or for the benefit of Borrower and
Guarantors). Borrower and Guarantors have centralized accounting, common officers and directors
and are in certain circumstances are identified to creditors as a single economic and business
enterprise (i.e., as Holdings’ “domestic” business).



ARTICLE IV.




CONDITIONS TO CREDIT EXTENSIONS




     SECTION
4.01 Conditions to Continue to Fund the Credit Extensions.
The obligation of
each Lender to make or continue the Credit Extensions requested to be made or continued by it on
the Closing Date and of each Issuing Bank to issue or to cause to be issued or



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continue Letters of
Credit on the Closing Date shall be subject to the prior or concurrent satisfaction of each of the
conditions precedent set forth in this Section 4.01.




     (a) Loan Documents. All legal matters incident to this Agreement, the Borrowings and
extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders,
to the Issuing Bank to the Administrative Agent and the Collateral Agent, and there shall have been
delivered to the Administrative Agent and the Collateral Agent an executed counterpart of this
Agreement and such other documents, instruments, agreements, certificates and legal opinions as the
Administrative Agent and/or the Collateral Agent shall reasonably request in connection with the
transactions contemplated by this Agreement, including all those listed in the Closing Checklist
attached hereto as Annex II.



     (b) Corporate Documents. The Administrative Agent and Collateral Agent shall have
received:



         (i) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing
Date and certifying (A) that there has been no change to the certificate or articles of
incorporation or other constitutive documents since the Original Closing Date, (B) that there has
been no change to the by-laws of such Loan Party since the Original Closing Date, (C) that attached
thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such
Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such
Person is a party and, in the case of Borrower, the borrowings hereunder, and that such resolutions
have not been modified, rescinded or amended and are in full force and effect, (D) as to the
incumbency and specimen signature of each officer executing any Loan Document or any other document
delivered in connection herewith on behalf of such Loan Party (together with a certificate of
another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate in this clause (i));



         (ii) a long form certificate as to the good standing of each Loan Party as of a recent date,
from such Secretary of State; and



         (iii) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may
reasonably request.



     (c) Officers’ Certificate. The Administrative Agent and the Collateral Agent shall
have received a certificate, dated the Closing Date and signed by the Chief Executive Officer and
the Chief Financial Officer of Borrower, confirming compliance with the conditions precedent set
forth in Section 4.01 and paragraphs (b), (c), (d) and (e) of Section 4.02 and
certifying that no Default or Event of Default under the Prior Credit Agreement has occurred and is
continuing as of the Closing Date.



     (d) Opinions of Counsel. The Administrative Agent and Collateral Agent shall have
received, on behalf of themselves, the Arrangers, the Lenders and the Issuing Bank, (i) a favorable
written opinion of (A) Blank Rome LLP, special counsel for the Loan Parties, substantially to the
effect set forth in Exhibit K and (B) Osler, Hoskin & Harcourt LLP, Canadian counsel for
the Loan Parties and (ii) a favorable written confirmation of each other local and foreign counsel
listed on Schedule 4.01(d) (all of which counsels delivered opinions in




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connection with the
Prior Credit Agreement), in each case (A) dated the Closing Date, (B) addressed to the
Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders and (C) covering such
other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall
reasonably request.




     (e) Fees. (i) The Arrangers, Collateral Agent and Administrative Agent shall have
received all Fees and other amounts due and payable (excluding such Fees which may become due and
payable on each anniversary of the Original Closing Date as set forth in Section 12.01(f))
on or prior to the Closing Date, including, and, to the extent invoiced, reimbursement or payment
of all out-of-pocket expenses (including reasonable legal fees and expenses of Latham & Watkins,
LLP, special counsel to the Administrative Agent and the Collateral Agent), and the fees and
expenses of any local counsel, appraisers, consultants and other advisors) required to be
reimbursed or paid by Borrower hereunder or under any other Loan Document and (ii) Borrower shall
have paid to the Administrative Agent (for the account of the Lenders) in immediately available
funds an amendment fee equal to each Lender’s Pro Rata Percentage of .125% of the Commitments.



     (f) Personal Property Requirements. The Collateral Agent shall have received
certified copies of UCC, PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit
searches or equivalent reports or searches, each of a recent date listing all effective financing
statements, lien notices or comparable documents that name any Loan Party as debtor and that are
filed in those state, county or provincial jurisdictions in which any Property of any Loan Party is
located and the state, county or provincial jurisdictions in which any Loan Party is organized or
maintains its principal place of business and such other searches that the Collateral Agent deems
necessary or appropriate, none of which encumber the Collateral covered or intended to be covered
by the Security Documents (other than Permitted Liens and those relating to Liens acceptable to the
Collateral Agent).



     (g) Real Property Requirements. The Collateral Agent shall have received:



          (i) with respect to each Mortgage, endorsements to each Title Policy as shall be reasonably
requested by the Collateral Agent to “bring-down” the status of title and to confirm that the Title
Policy continues to apply to the Mortgages and the Obligations under this Agreement and the Prior
Credit Agreement; and




          (ii) with respect to each Mortgaged Real Property, such affidavits, certificates, information
(including financial data) and instruments of indemnification (including, without limitation, a
so-called “gap” indemnification and no-new improvements to survey affidavits) as shall be required
to induce the Title Company to issue the endorsements contemplated in subparagraph (a) above.




          (iii) with respect to each Mortgage, an amendment to such Mortgage, in recordable form and
substance acceptable to the Administrative Agent providing, among other things, for the recognition
of the amendment and restatement of this Agreement as set forth herein and the reaffirmation of the
Mortgage; and





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          (iv) evidence of payment of any and all mortgage, documentary, intangibles or similar taxes,
if any, which shall be due and payable in connection with either the increase in the amount of the
Obligations under this Agreement or the recording of any such Mortgage amendment referenced in
clause (iii) above.




     SECTION 4.02 Conditions to All Credit Extensions. The obligation of each Lender and
each Issuing Bank to make any Credit Extension (including the initial Credit Extension) shall be
subject to, and to the satisfaction of, each of the conditions precedent set forth below.



     (a) Notice. The Administrative Agent shall have received a Borrowing Request as
required by Section 2.03 (or such notice shall have been deemed given in accordance with
Section 2.03) if Loans are being requested or, in the case of the issuance, amendment,
extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall
have received a notice requesting the issuance, amendment, extension or renewal of such Letter of
Credit as required by Section 2.18(b) or, in the case of the Borrowing of a Swingline Loan,
the Swingline Lender and the Administrative Agent shall have received a notice requesting such
Swingline Loan as required by Section 2.17(b).



     (b) No Default. The Borrower and each other Loan Party shall be in compliance in all
material respects with all the terms and provisions set forth herein and in each other Loan
Document on its part to be observed or performed, and, at the time of and immediately after such
Credit Extension, no Default shall have occurred and be continuing on such date or after giving
effect to the Credit Extension requested to be made on such date.



     (c) Representations and Warranties. Each of the representations and warranties made
by any Loan Party set forth in Article III hereof or in any other Loan Document shall be
true and correct in all material respects (except that any representation and warranty that is
qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all
respects) on and as of the date of such Credit Extension with the same effect as though made on and
as of such date, except to the extent such representations and warranties expressly relate to an
earlier date.



     (d) No Material Adverse Effect. There has been no event, condition and/or contingency
that has had or is reasonable likely to have a Material Adverse Effect, as reasonably determined by
either the Administrative Agent or the Collateral Agent.



     (e) No Legal Bar. No order, judgment or decree of any Governmental Authority shall
purport to restrain such Lender from making any Loans to be made by it or the Issuing Bank from
issuing Letters of Credit. No injunction or other restraining order shall have been issued, shall
be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise
prevent the consummation of, or to recover any damages or obtain relief as a result of, the
transactions contemplated by this Agreement or the making of Loans hereunder.


Each of the delivery of a Borrowing Request or notice requesting the issuance, amendment, extension
or renewal of a Letter of Credit and the acceptance by the Borrower of the proceeds of such Credit
Extension shall constitute a representation and warranty by Borrower and each other Loan Party that
on the date of such Credit Extension (both immediately before and after giving effect to such
Credit Extension and the application of the proceeds thereof) the conditions




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contained in this
Section 4.02 have been satisfied. Borrower shall provide such information (including
calculations in reasonable detail of the covenants in Section 6.08) as the Administrative
Agent or the Collateral Agent may reasonably request to confirm that the conditions in this
Section 4.02 have been satisfied.




ARTICLE V.




AFFIRMATIVE COVENANTS




     Each Loan Party covenants and agrees with each Lender that so long as this Agreement shall
remain in effect and until the Commitments have been terminated and the principal of and interest
on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have
been paid in full and all Letters of Credit have been canceled or have expired or been fully cash
collateralized and all amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its
Subsidiaries to:



     SECTION 5.01 Financial Statements, Reports, etc. In the case of Holdings and
Borrower, furnish to the Administrative Agent and each Lender:



     (a) Annual Reports. Within 90 days after the end of each fiscal year (but no later
than the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the
consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in
its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal
year and related consolidated and consolidating (by region or, if requested by the Collateral Agent
exercising in its reasonable credit judgment, by entity) statements of income, cash flows and
stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet
and statements of income and cash flows separating out results consistent with reporting to the
SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an
opinion of Deloitte & Touche LLP or other independent public accountants of recognized national
standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms
(which opinion shall not be qualified as to scope or contain any going concern or other
qualification), stating that such financial statements fairly present, in all material respects,
the consolidated financial condition, results of operations, cash flows and changes in
stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in
accordance with GAAP consistently applied, (ii) a management report in a form reasonably
satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if
requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the
financial condition, results of operations and cash flows of the Consolidated Companies (on a
consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated
Companies’ financial condition, results of operations and cash flows as of the end of and for the
previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s
discussion and analysis of the financial condition and results of operations for such fiscal year,
as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany
Indebtedness outstanding and changes thereto since the prior fiscal year;



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     (b) Quarterly Reports. Within 45 days after the end of each of the first three fiscal
quarters of each fiscal year (but no later than the date on which Holdings is required to file a
Form 10-Q under the Exchange Act), (i) the consolidated and consolidating (by region or, if
requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance
sheet of Holdings as of the end of such fiscal quarter and related consolidated and consolidating
(by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment,
by entity) statements of income and cash flows for such fiscal quarter and for the then elapsed
portion of the fiscal year, in comparative form with the consolidated statements of income and cash
flows for the comparable periods in the previous fiscal year, and notes thereto (including a note
with a balance sheet and statements of income and cash flows separating out results consistent with
reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and
accompanied by a certificate of a Financial Officer stating that such financial statements fairly
present, in all material respects, the consolidated financial condition, results of operations and
cash flows of the Consolidated Companies as of the date and for the periods specified in accordance
with GAAP consistently applied, and on a basis consistent with audited financial statements
referred to in paragraph (a) if this Section 5.01(b), subject to normal year-end
audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative
Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent
exercising in its reasonable credit judgment, by entity), the financial condition, results of
operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of
and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the
Consolidated Companies’ financial condition, results of operations and cash flows as of the end of
such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted
results of operations and cash flows, (iii) a management’s discussion and analysis of the financial
condition and results of operations for such fiscal quarter and the then elapsed portion of the
fiscal year, as compared to the comparable periods in the previous fiscal year and (iv) a schedule
setting forth the intercompany Indebtedness outstanding and changes thereto since the fiscal
quarter;



     (c) Monthly Reports. Within 30 days after the end of each month, the consolidated
balance sheet of Holdings as of the end of such month and related consolidated statements of income
and cash flows of Holdings for such month and for the then elapsed portion of the fiscal year, in
comparative form with the consolidated statements of income and cash flows for the comparable
periods in the previous fiscal year, accompanied by a certificate of a Financial Officer stating
that such financial statements fairly present, in all material respects, the consolidated results
of operations and cash flows of the Consolidated Companies as of the date and for the periods
specified in accordance with GAAP consistently applied, subject to normal year-end audit
adjustments, and setting forth, on a consolidating basis (by region or, if requested by the
Collateral Agent exercising in its reasonable credit judgment, by entity), the results of
operations and cash flows for such month and for the then elapsed portion of the fiscal year, as
compared to its results of operations and cash flows for the comparable periods in the previous
fiscal year and its budgeted results of operations and cash flows and a schedule setting forth the
intercompany Indebtedness outstanding and changes thereto since the prior month;



     (d) Financial Officer’s Certificate. (i) Concurrently with any delivery of financial
statements under paragraphs (a), (b) or (c) above, a certificate of a Financial Officer certifying
that no Default has occurred or, if such a Default has occurred, specifying the nature and extent



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thereof and any corrective action taken or proposed to be taken with respect thereto; (ii)
concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a
Compliance Certificate; and (iii) in the case of paragraph (a) above, a report of the accounting
firm opining on or certifying such financial statements stating that in the course of its regular
audit of the financial statements of Holdings and its Subsidiaries, which audit was conducted in
accordance with GAAP, such accounting firm obtained no knowledge that any Default has occurred or,
if in the opinion of such accounting firm such a Default has occurred, specifying the nature and
extent thereof;




     (e) Financial Officer’s Certificate Regarding Collateral. Concurrently with any
delivery of financial statements under paragraph (a) above, a certificate of a Financial Officer
setting forth the information required pursuant to the Perfection Certificate or confirming that
there has been no change in such information since the date of the Perfection Certificate or
Supplement;



     (f) Public Reports. Promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by any Company with the
Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the
functions of said Commission, or with any national securities exchange, or distributed to holders
of its Indebtedness pursuant to the terms of the documentation governing such Indebtedness (or any
trustee, agent or other representative therefor), as the case may be;



     (g) Management Letters. Promptly after the receipt thereof by any Company, a copy of
any “management letter” received by any such Person from its certified public accountants and the
management’s responses thereto;



     (h) Budgets. No later than January 1, 2005 for the fiscal year of Holdings and
Borrower ending on December 31, 2005, and no later than the first day of each subsequent fiscal
year of Holdings and Borrower, a budget in form reasonably satisfactory to the Administrative Agent
(including budgeted statements of income by each of Borrower’s business units and sources and uses
of cash and balance sheets) prepared by each of Holdings and Borrower, respectively, for each
fiscal month of such fiscal year prepared in detail, of Holdings, Borrower and their respective
Subsidiaries, with appropriate presentation and discussion of the principal assumptions upon which
such budgets are based, accompanied by the statement of a Financial Officer of each of Holdings and
Borrower to the effect that the budget of Holdings and Borrower, respectively, is a reasonable
estimate for the period covered thereby;



     (i) Annual Meetings with Lenders. Within 120 days after the close of each fiscal year
of Holdings, Holdings and Borrower shall, at the request of the Administrative Agent or Required
Lenders, hold a meeting (at a mutually agreeable location and time) or, at the Administrative
Agent’s option, participate in a conference call with all Lenders who choose to attend such meeting
or participate in such conference call at which meeting or conference call shall be reviewed the
financial results of the previous fiscal year and the financial condition of the Companies and the
budgets presented for the current fiscal year of the Companies; and



     (j) Other Information. Promptly, from time to time, such other information regarding
the operations, business affairs and financial condition of any Company, or compliance with the



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terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.




     SECTION 5.02 Litigation and Other Notices. Furnish to the Administrative Agent, the
Collateral Agent and each Lender prompt written notice of the following:



     (a) any Default, specifying the nature and extent thereof and the corrective action (if any)
taken or proposed to be taken with respect thereto;



     (b) the filing or commencement of, or to the knowledge of any Company, any threat or notice of
intention of any Person to file or commence, any action, suit or proceeding, whether at law or in
equity by or before any Governmental Authority, (i) against any Company or any Affiliate thereof
that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to
any Loan Document;



     (c) any event that has resulted in, or could reasonably be expected to result in a Material
Adverse Effect;



     (d) the occurrence of a Casualty Event which is reasonably likely to result in a loss or
damage in excess of $100,000 and will ensure that the Net Cash Proceeds of any Casualty Event
(whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and
applied in accordance with the applicable provisions of this Agreement and the Security Documents;



     (e) (i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted
against any of the Collateral or (ii) the occurrence of any other event which could materially
affect the value of the Collateral; and



     (f) any threatened indictment by any Governmental Authority of any Loan Party, as to which any
Loan Party receives knowledge or notice, under any criminal or civil proceedings against any Loan
Party pursuant to which statute or proceedings the penalties or remedies sought or available
include forfeiture of (i) any of the Collateral having a value in excess of $1.0 million or (ii)
any other Property of any Loan Party which is necessary or material to the conduct of its business.



     SECTION 5.03 Existence; Businesses and Properties. (a) Do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence, except
as otherwise expressly permitted under Section 6.05 or, in the case of any Subsidiary,
where the failure to perform such obligations, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.



     (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in
full force and effect the rights, licenses, permits, franchises, authorizations, patents,
copyrights, trademarks and trade names material to the conduct of its business; maintain and
operate such business in substantially the manner in which it is presently conducted and operated;
comply with all applicable Requirements of Law (including any and all zoning, building,
Environmental Law, ordinance, code or approval or any building permits or any restrictions of
record or agreements affecting the Real Property) and decrees and orders of any



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Governmental
Authority, whether now in effect or hereafter enacted, except where the failure to comply,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect; pay and perform its obligations under all Leases and Transaction Documents; and at all
times maintain and preserve all Property material to the conduct of the business of any Loan Party
and keep such Property in good repair, working order and condition and from time to time make, or
cause to be made, all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business of any Loan Party carried on in
connection therewith may be properly conducted at all times; provided, that nothing in this
Section 5.03(b) shall prevent (i) sales of assets, consolidations or mergers by or
involving any Company in accordance with Section 6.05; (ii) the withdrawal by any Company
of its qualification as a foreign corporation in any jurisdiction where such withdrawal,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks,
tradenames, copyrights or patents that such Person reasonably determines are not useful to its
business.




     SECTION 5.04 Insurance. (a) Keep its insurable Property adequately insured at all
times by financially sound and reputable insurers (provided, that Borrower shall not be
deemed to breach this provision if, after its insurer becomes unsound or irreputable, Borrower
promptly and diligently obtains adequate insurance from an alternative carrier); maintain such
other insurance, to such extent and against such risks, including fire and other risks insured
against by extended coverage, as is customary with companies in the same or similar businesses
operating in the same or similar locations, including public liability insurance against claims for
personal injury or death or Property damage occurring upon, in, about or in connection with the use
of any Property owned, occupied or controlled by it; and maintain such other insurance as may be
required by law; and, with respect to the Collateral, otherwise maintain all insurance coverage
required under each applicable Security Document, such policies to be in such form and amounts and
having such coverage as may be reasonably satisfactory to the Collateral Agent, it being agreed
that the levels of insurance in place on the Original Closing Date, absent a material change in the
Property of the Loan Parties, shall be satisfactory to the Collateral Agent so long as appropriate
steps are taken to assure that such insurance coverage is also obtained for any future
Subsidiaries.



     (b) All such insurance shall (i) provide that no cancellation thereof shall be effective until
at least 30 days after receipt by the Collateral Agent of written notice thereof, (ii) name the
Collateral Agent as mortgagee (in the case of Property insurance) or additional insured (in the
case of liability insurance) or loss payee (in the case of casualty insurance), as applicable,
(iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause and (iv)
be reasonably satisfactory in all other respects to the Collateral Agent.



     (c) Notify the Collateral Agent immediately whenever any separate insurance concurrent in form
or contributing in the event of loss with that required to be maintained under this Section
5.04 is taken out by any Company; and promptly deliver to the Collateral Agent a duplicate
original copy of such policy or policies.



     (d) Obtain flood insurance in such total amount as the Collateral Agent or the Required
Lenders may from time to time reasonably require, if at any time the area in which any improvements
located on any real Property covered by a Mortgage is designated a “flood hazard



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area” in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency),
and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster
Protection Act of 1975, as amended from time to time.




     (e) Deliver to the Administrative Agent and the Collateral Agent a report of a reputable
insurance broker with respect to such insurance and such supplemental reports with respect thereto
as the Administrative Agent or the Collateral Agent may from time to time reasonably request.



     SECTION 5.05 Obligations and Taxes. (a) Pay its Indebtedness and other obligations
promptly and in accordance with their terms and pay and discharge promptly when due all Taxes,
assessments and governmental charges or levies imposed upon it or upon its income or profits or in
respect of its Property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a
Lien other than a Permitted Lien upon such properties or any part thereof; provided, that
such payment and discharge shall not be required with respect to any such Tax, assessment, charge,
levy or claim so long as the validity or amount thereof shall be contested in good faith by
appropriate proceedings and the applicable Company shall have set aside on its books adequate
reserves with respect thereto in accordance with GAAP and such contest operates to suspend
collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other
than a Permitted Lien and, in the case of Collateral, the applicable Company shall have otherwise
complied with the Contested Collateral Lien Conditions.



     (b) Timely and correctly file all material Tax Returns required to be filed by it.



     SECTION 5.06 Employee Benefits and Pension Plans. (a) With respect to each Plan,
comply in all material respects with the applicable provisions of ERISA and the Code and (b)
furnish to the Administrative Agent (x) as soon as possible after, and in any event within 10 days
after any Responsible Officer of the Companies or their ERISA Affiliates or any ERISA Affiliate
knows or has reason to know that, any ERISA Event has occurred that, alone or together with any
other ERISA Event could reasonably be expected to result in liability of the Companies or their
ERISA Affiliates in an aggregate amount exceeding $500,000 or the imposition of a Lien, a statement
of a Financial Officer of Holdings setting forth details as to such ERISA Event and the action, if
any, that the Companies propose to take with respect thereto, and (y) upon request by the
Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report
(Form 5500 Series) filed by any Company or any ERISA Affiliate with the Internal Revenue Service
with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all
notices received by any Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any
governmental agency concerning an ERISA Event; and (iv) such other documents or governmental
reports or filings relating to any Plan (or employee benefit plan sponsored or contributed to by
any Company) as the Administrative Agent shall reasonably request.



     (b) For each existing Canadian Pension Plan of any Canadian Loan Party, such Canadian Loan
Party shall, except as provided in Schedule 3.16, ensure that such plan retains its
registered status under and is administered in a timely manner in all material respects in
accordance with the applicable pension plan text, funding agreement, the ITA and all other
applicable laws. For



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each Canadian Pension Plan hereafter adopted by any Canadian Loan Party that
is required to be registered under the ITA or any other applicable laws, that Canadian Loan Party
shall use its best efforts to seek and receive confirmation in writing from the applicable
governmental authorities to the effect that such plan is unconditionally registered under the ITA
and such other applicable laws. For each existing and hereafter adopted Canadian Pension Plan and
Canadian Benefit Plan of any Canadian Loan Party, such Canadian Loan Party shall in a timely
fashion perform in all material respects all obligations (including fiduciary, funding, investment
and administration obligations) required to be performed in connection with such plan and the
funding media therefor. Each Canadian Loan Party shall deliver to Collateral Agent if requested by
Collateral Agent, (i) promptly after the filing thereof by such Canadian Loan Party with any
applicable governmental authority, copies of each annual and other return, report or valuation with
respect to each Canadian Pension Plan of such Canadian Loan Party; (ii) promptly after receipt
thereof, a copy of any direction, order, notice, ruling or opinion that such Canadian Loan Party
may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan of
such Canadian Loan Party; (iii) notification within 30 days of any increases having a cost to such
Canadian Loan Party in excess of Cdn. $250,000 per annum, in the benefits of any existing Canadian
Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or
Canadian Benefit Plan, or the commencement of contributions to any such plan to which such Canadian
Loan Party was not previously contributing and (iv) all material documents related to matters
disclosed in Schedule 3.16.




     SECTION 5.07 Maintaining Records; Access to Properties and Inspections. Keep proper
books of record and account in which full, true and correct entries in conformity with GAAP and all
Requirements of Law are made of all dealings and transactions in relation to its business and
activities. Keep proper records of intercompany accounts (including, without limitation, the
Borrowing Base Guarantor Intercompany Loan Account) with full, true and correct entries reflecting
all payments received and paid (including, without limitation, funds received by Borrower from
swept deposit accounts of the other Companies). Each Loan Party and other Company whose Equity
Interests are pledged to the Collateral Agent will permit any representatives designated by the
Administrative Agent or the Collateral Agent to visit and inspect the financial records and the
Property of such Loan Party and other Company whose Equity Interests are pledged to the Collateral
Agent at reasonable times and as often as reasonably requested and to make extracts from and copies
of such financial records, and permit any representatives designated by the Administrative Agent or
the Collateral Agent to discuss the affairs, finances and condition of any Loan Party and other
Company whose Equity Interests are pledged to the Collateral Agent with the officers thereof and
independent accountants therefor.



     SECTION 5.08 Use of Proceeds. Use the proceeds of the Loans and request the issuance
of Letters of Credit only for the purposes set forth in Section 3.11.



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     SECTION 5.09 Compliance with Environmental Laws; Environmental Reports. (a) Comply,
and use its best efforts to cause all lessees and other Persons occupying Real Property owned,
operated or leased by any Loan Party to comply, in all material respects with all Environmental
Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all
material Environmental Permits applicable to its operations and Real Property; and conduct any
Response in accordance with Environmental Laws; provided, that no Company shall be required
to undertake any Response to the extent that its obligation to do so is being contested in good
faith and by proper proceedings and appropriate reserves are being maintained with respect to such
circumstances in accordance with GAAP.



     (b) If a Default caused by reason of a breach of Section 3.17 or 5.09(a) shall
have occurred and be continuing for more than 20 days without the Companies commencing activities
reasonably likely to cure such Default, at the written request of the Required Lenders through the
Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of
Borrower, an environmental assessment report regarding the matters which are the subject of such
default, including where appropriate, any soil and/or groundwater sampling, prepared by an
environmental consulting firm and in the form and substance reasonably acceptable to the
Administrative Agent and Collateral Agent and indicating the presence or absence of Hazardous
Materials and the estimated cost of any compliance or Response to address them.




     SECTION 5.10 [Intentionally Omitted]




     SECTION 5.11 Additional Collateral; Additional Guarantors. (a) Subject to this
Section 5.11, with respect to any Property acquired after the Original Closing Date by
Borrower or any other Loan Party that is intended to be subject to the Lien created by any of the
Security Documents but is not so subject (but, in any event, excluding any Property described in
paragraph (b) of this subsection) promptly (and in any event within 30 days after the acquisition
thereof provided Collateral Agent has provided all joinder agreements to the applicable Security
Documents necessary for the Loan Parties to comply herewith): (i) execute and deliver to the
Administrative Agent and the Collateral Agent such amendments or supplements to the relevant
Security Documents or such other documents as the Administrative Agent or the Collateral Agent
shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the
benefit of the other Secured Parties, a Lien on such Property subject to no Liens other than
Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the
extent required by such Security Document in accordance with all applicable Requirements of Law,
including, without limitation, the filing of financing statements in such jurisdictions as may be
reasonably requested by the Administrative Agent and Collateral Agent. Borrower shall otherwise
take such actions and execute and/or deliver to the Collateral Agent such reasonable documents as
the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection
and priority of the Lien of the Security Documents against such after-acquired properties or
assets.



     (b) With respect to any Person that is or becomes a Wholly Owned Subsidiary (regardless of
whether such Subsidiary is established, created or acquired) (other than any Foreign Subsidiary
that is not a direct Subsidiary of a Loan Party) promptly (and in any event within 30 days after
such Person becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if any,
representing the Equity Interests of such Subsidiary (provided, that with



102









 




respect to any
first-tier Foreign Subsidiary, in no event shall more than 65% of the Equity Interests of any
Foreign Subsidiary be subject to any Lien or pledged under any Security Document if such pledge
would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the
Administrative Agent after consultation with Borrower), together with undated stock powers or other
appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of
such Subsidiary’s parent, as the case may be, and all intercompany notes owing from such Subsidiary
to any Loan Party together with instruments of transfer executed and delivered in blank by a duly
authorized officer of such Subsidiary, and (ii) cause such new Subsidiary (other than any Foreign
Subsidiary if such pledge would have a material adverse tax impact on Borrower (determined at the
reasonable judgment of the Administrative Agent after consultation with Borrower) (A) to execute a
Joinder Agreement or such comparable documentation and a joinder agreement to the Security
Documents in the form annexed thereto which is in form and substance reasonably satisfactory to the
Administrative Agent, and (B) to take all actions necessary or advisable in the opinion of the
Collateral Agent to cause the Lien created by the Security Agreements to be duly perfected to the
extent required by such agreement in accordance with all applicable Requirements of Law, including,
without limitation, the filing of financing statements in such jurisdictions as may be reasonably
requested by the Collateral Agent.




     (c) If at any time any one or more Wholly Owned Subsidiaries in the aggregate (other than any
Foreign Subsidiary that is not a “first-tier” Foreign Subsidiary) not otherwise subject to
Section 5.11(b) have assets having either a book value or fair market value in excess of
$10.0 million, then Borrower shall, and shall cause one or more of such Subsidiaries to, comply
with Section 5.11(b) within the time frames set forth in such subsection so that no one or
more such Subsidiaries in the aggregate hold assets having either a book value or fair market value
in excess of $10.0 million.



     (d) Each Loan Party will promptly grant to the Collateral Agent, within 60 days of the
acquisition thereof, a security interest in and Mortgage Lien on each owned or leased Real Property
of such Loan Party as is acquired by such Loan Party after the Original Closing Date and that,
together with any improvements thereon, individually has a fair market value of at least $1.0
million, as additional security for the Obligations (unless the subject Property is already
mortgaged to a third party to the extent permitted by Section 6.02). Such Mortgages shall
be granted pursuant to documentation reasonably satisfactory in form and substance to the
Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected
Liens subject only to Liens reasonably acceptable to the Collateral Agent. The Mortgages or
instruments related thereto shall be duly recorded or filed in such manner and in such places as
are required by law to establish, perfect, preserve and protect the Liens in favor of the
Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other
charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise
take such actions and execute and/or deliver to the Collateral Agent such documents as the
Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and
priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real
Property (including, without limitation, a Title Policy, a Survey and local counsel opinion (in
form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in
respect of such Mortgage).



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     SECTION 5.12 Security Interests; Further Assurances. Promptly, upon the reasonable
request of the Administrative Agent, the Collateral Agent or any Lender, at Borrower’s expense,
execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and
thereafter register, file or record, or cause to be registered, filed or recorded, in an
appropriate governmental office, any document or instrument supplemental to or confirmatory of the
Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent
reasonably necessary or desirable for the continued validity, perfection and priority of the Liens
on the Collateral covered thereby superior to and prior to the rights of all third Persons other
than the holders of Prior Liens and subject to no other Liens except as permitted by the applicable
Security Document, or obtain any consents, including, without limitation, landlord or similar lien
waivers and consents, as may be necessary or appropriate in connection therewith. Deliver or cause
to be delivered to the Administrative Agent and the Collateral Agent from time to time such other
documentation, consents, authorizations, approvals and orders in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and
the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the
Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the
Collateral Agent or the Lenders of any power, right, privilege or remedy pursuant to any Loan
Document which requires any consent, approval, registration, qualification or authorization of any
Governmental Authority execute and deliver all applications, certifications, instruments and other
documents and papers that the Administrative Agent, the Collateral Agent or the Lenders may be so
required to obtain. If the Administrative Agent, the Collateral Agent or the Required Lenders
determine that they are required by law or regulation to have appraisals prepared in respect of the
Real Property of any Loan Party constituting Collateral, Borrower shall provide to the
Administrative Agent and Collateral Agent appraisals that satisfy the applicable requirements of
the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance
satisfactory to the Administrative Agent and the Collateral Agent.



     SECTION 5.13 Information Regarding Collateral; Corporate Identity or Taxpayer
Identifications. (a) Furnish to the Administrative Agent and the Collateral Agent 30 days
prior written notice (in the form of an officer’s certificate), clearly describing any of the
following changes (i) in any Loan Party’s corporate name or in any trade name used to identify it
in the conduct of its business or in the ownership of its properties, (ii) in the location of any
Loan Party’s chief executive office, its principal place of business, any office in which it
maintains books or records relating to Collateral owned by it or any office or facility at which
Collateral owned by it is located (including the establishment of any such new office or facility),
(iii) in any Loan Party’s identity, taxpayer identification, or corporate structure, (iv) in any
Loan Party’s Federal Taxpayer Identification Number or (v) in any Loan Party’s jurisdiction of
organization. Borrower agrees not to effect or permit any change referred to in the preceding
sentence unless all filings have been made under the UCC or PPSA or otherwise that are required in
order for the Collateral Agent to continue at all times following such change to have a valid,
legal and perfected security interest in all the Collateral. Borrower agrees to provide to the
Collateral Agent such other information in connection with such changes as the Collateral Agent may
reasonably request. Borrower also agrees promptly to notify the Administrative Agent and the
Collateral Agent if any material portion of the Collateral is subject to a Casualty Event.



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     (b) Each year, at the time of delivery of annual financial statements with respect to the
preceding fiscal year pursuant to paragraph (a) of Section 5.01, deliver to the
Administrative Agent and the Collateral Agent a certificate of a Financial Officer and the chief
legal officer of Borrower (i) setting forth any changes to the information required pursuant to the
Perfection Certificate or confirming that there has been no change in such information since the
date of the Perfection Certificate delivered on the Closing Date or the date of the most recent
certificate delivered pursuant to this Section 5.13(b) and (ii) certifying that the Loan
Parties have not taken any actions (and are not aware of any actions so taken) to terminate any UCC
or PPSA financing statements (including fixture filings, as applicable) or other appropriate
filings, recordings or registrations to protect and perfect the security interests and Liens under
the Security Documents; it being understood and agreed that, from time to time, upon reasonable
request of a Lender, the Administrative Agent and the Collateral Agent shall deliver to such Lender
such certificates, supporting documentation and supporting detail delivered to them under
Section 5.13 and Section 5.15.



     SECTION 5.14 Post-Closing Collateral Matters. Execute and deliver the documents and
complete the tasks set forth on Schedule 5.14, in each case within the time limits
specified on such schedule.



     SECTION 5.15 Borrowing Base-Related Reports. The Borrower shall deliver or cause to
be delivered (at the expense of the Borrower) to the Collateral Agent and the Administrative Agent
the following:




     (a) as soon as available but in no event less frequently than monthly, not later than
1:00 p.m., New York City time on the tenth Business Day of the fiscal month following the
most recent fiscal month then ended, a Borrowing Base Certificate from the Borrower
accompanied by such supporting detail and supporting documentation as shall be requested by
the Collateral Agent in its reasonable judgment, provided, that if daily Excess
Availability for ten or more days (whether consecutive or non-consecutive) during any fiscal
quarter is less than $50.0 million and so long as Borrower does not maintain average daily
Excess Availability in excess of $50.0 million for a period of three (3) consecutive fiscal
months following the end of such fiscal quarter, Borrower shall deliver additional weekly
roll-forward of Accounts referenced in paragraph (b)(i) below within five (5) Business Days
after the end of each calendar week, and, if requested by the Collateral Agent, a Borrowing
Base Certificate (prepared weekly to reflect results satisfactory to the Collateral Agent)
within five (5) Business Days after the end of each calendar week, or more frequent
Borrowing Base Certificates reflecting shorter periods as reasonably requested by the
Collateral Agent. Each Borrowing Base Certificate shall reflect all information through the
end of the appropriate period for Borrower and each Borrowing Base Guarantor;




     (b) as soon as available but in no event less frequently than monthly (or more
frequently as reasonably requested by the Collateral Agent), not later than 1:00 p.m., New
York City time on the tenth Business Day of the fiscal month following the most recent
fiscal month then ended, Accounts and Inventory eligibility calculations and all supporting
calculations including, but not limited to, (i) a roll-forward of Accounts from the last
period including but not limited to the following: sales, other debits, cash



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collections,
write-offs, cash discounts, product returns, pricing errors, other dilutive credits and
other non-dilutive credits, (ii) a summary trial balance showing Accounts (consolidated by
total customer balance) aged from the original invoice statement date as follows: 1 to 30
days, 31 to 60 days, 61-90 days and 91 days or more, accompanied by a comparison to the
prior month’s summary trial balance totals, (iii) a detailed trial balance showing Accounts
(consolidated by total customer balance) specifically identified in Section 2.19
(xv)(a), aged in a format similar to the format set forth in clause (ii) above,
(iv) a schedule of top ten Accounts aged in a format similar to the format set forth in
clause (ii) above, (v) a schedule of Inventory (other than Inventory on consignment)
by location showing raw materials, work in process and finished goods, (vi) a schedule of
Inventory on consignment by location (vii) a schedule of the top ten trade payable balances,
(viii) a reconciliation of Accounts to the general ledger and the financial statements,
(ix) a reconciliation of Inventory to the general ledger and the financial statements, (x) a
reconciliation of trade accounts payable to the general ledger and the financial statements;




     (c) on the date any Borrowing Base Certificate is delivered pursuant to paragraph (a)
above or at such more frequent intervals as the Collateral Agent may request from time to
time (together with a copy of all or any part of such delivery requested by any Lender in
writing after the Closing Date), a copy of the ledger registering the Borrowing Base
Guarantor Intercompany Loan Account as of the date of the Borrowing Base Certificate,
accompanied by such supporting detail and documentation as shall be requested by the
Collateral Agent in its reasonable credit judgment;




     (d) at the time of delivery of each of the financial statements delivered pursuant to
Sections 5.01(a) and (b), a reconciliation of the Accounts trial balance and
quarter-end Inventory reports of Borrower and Borrowing Base Guarantors to the general
ledger of such Loan Party, in each case, accompanied by such supporting detail and
documentation as shall be requested by the Collateral Agent in its reasonable credit
judgment;




     (e) on the date any Borrowing Base Certificate is delivered pursuant to paragraph (a)
above following the most recent fiscal quarter then ended or at such more frequent intervals
as the Collateral Agent may request from time to time (together with a copy of all or any
part of such delivery requested by any Lender in writing after the Closing Date), a general
description of material assets (other than Eligible Equipment or Eligible Real Property)
owned by the Loan Parties which have been disposed of;




     (f) on the date any Borrowing Base Certificate is delivered pursuant to paragraph (a)
above following the most recent fiscal quarter then ended or at such more frequent intervals
as the Collateral Agent may request from time to time (together with a copy of all or any
part of such delivery requested by any Lender in writing after the Closing Date), a list of
any applications for the registration of any patent, trademark or copyright with the United
States Patent and Trademark Office, the United States Copyright Office, the Canadian
Intellectual Property Office or any similar office or agency which any Loan Party has filed
in the prior fiscal quarter;



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     (g) not later than the tenth Business Day of each fiscal month (or more frequently as
reasonably requested by the Collateral Agent), a schedule of all Hedging Agreements,
including notional amounts and a statement setting forth in reasonable detail the amount
Borrower or the applicable Borrowing Base Guarantor, as applicable, owes counterparties to
Specified Hedging Agreements based on a mark-to-market analysis and with due regard to
recent market volatility as of the last Business Day of the previous fiscal month (or if not
available, the nearest prior Business Day for which such evaluation is available); and




     (h) such other reports, statements and reconciliations with respect to the Borrowing
Base or Collateral of any or all Loan Parties as the Collateral Agent shall from time to
time request in its reasonable credit judgment.


The delivery of each certificate and report or any other information delivered pursuant to this
Section 5.15 shall constitute a representation and warranty by the Borrower that the
statements and information contained therein are true and correct in all material respects on and
as of such date.




     SECTION 5.16 [Intentionally Omitted]



     SECTION 5.17 [Intentionally Omitted].



     SECTION 5.18 Maintenance of Real Property.



     Borrower and each applicable Loan Party shall:



     (a) Keep all Real Property and systems useful and necessary in the business of Borrower and
such Loan Party in good working order and condition, ordinary wear and tear excepted.



     (b) Maintain all rights of way, easements, grants, privileges, licenses, certificates, and
permits necessary or advisable for the use of any Real Property and not, without the prior written
consent of the Administrative Agent, consent to any material public or private restriction as to
the use of any Real Property.



     (c) Preserve and protect the Lien status of each respective Mortgage and, if any Lien (other
than a Permitted Lien) is asserted against a Mortgaged Real Property, promptly and at its expense,
give the Administrative Agent and the Collateral Agent a detailed written notice of such Lien and
pay the underlying claim in full or take such other action so as to cause it to be released or
bonded over in a manner satisfactory to the Administrative Agent.



ARTICLE VI.




NEGATIVE COVENANTS




     Each Loan Party covenants and agrees with each Lender that, so long as this Agreement shall
remain in effect and until the Commitments have been terminated and the principal of and interest
on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been
paid in full and all Letters of Credit have been canceled or have expired or



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been fully cash
collateralized and all amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any
Subsidiaries to:




     SECTION 6.01 Indebtedness. Incur, create, assume or permit to exist, directly or
indirectly, any Indebtedness, except:




     (a) Indebtedness incurred pursuant to this Agreement and the other Loan Documents;




     (b) (i) Indebtedness actually outstanding on the Original Closing Date and listed on
Schedule 6.01(b) or (ii) refinancings or renewals thereof; provided, that
(A) any such refinancing Indebtedness is in an aggregate principal amount not greater than
the aggregate principal amount of the Indebtedness being renewed or refinanced, plus
the amount of any premiums required to be paid thereon and fees and expenses associated
therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer
or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the
covenants, events of default subordination and other provisions thereof (including any
guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those
contained in the Indebtedness being renewed or refinanced, and (iii) the Qualified Senior
Notes (including any notes issued in exchange therefor) in accordance with the registration
rights document entered into in connection with the issuance of the Qualified Senior Notes;




     (c) Indebtedness of any Company under (i) Interest Rate Protection Agreements listed on
Schedule 6.01(c), (ii) under Specified Hedging Agreement constituting Interest Rate
Protection Agreements entered into in order to fix the effective rate of interest on the
Loans and such other non-speculative Interest Rate Protection Agreements which constitute
Specified Hedging Agreement which may be entered into from time to time by such Company and
which such Company in good faith believes will provide protection against fluctuations in
interest rates with respect to floating rate Indebtedness of such Company then outstanding,
and permitted to remain outstanding, pursuant to the other provisions of this Section
6.01 or (iii) under Specified Hedging Agreements constituting Interest Rate Protection
Agreements entered into to exchange fixed rate of interest on not more than $100.0 million
of aggregate principal amount of outstanding Indebtedness evidenced by the Qualified Senior
Notes, for floating rate of interest thereon;




     (d) Indebtedness under Specified Hedging Agreements (other than Interest Rate
Protection Agreements) entered into from time to time by any Company in accordance with
Section 6.04(c);




     (e) to the extent recorded in the Companies’ intercompany account ledgers, intercompany
Indebtedness of any of the Companies outstanding to the extent permitted by Section
6.04(d), 6.04(m) or 6.06(d);



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     (f) Indebtedness of the Borrower, its Domestic Subsidiaries and General Cable Canada in
respect of Purchase Money Obligations and Capital Lease Obligations and refinancings or
renewals thereof (other than refinancings funded with intercompany advances), in an
aggregate amount not to exceed the Dollar Equivalent of $10.0 million at any time
outstanding;




     (g) Indebtedness incurred by Foreign Subsidiaries (including Foreign Credit Lines but
exclusive of the GCC Spain Intercompany Debt) from time to time after the Original Closing
Date so long as the aggregate principal amount of all such Indebtedness (including trade
letters of credit) incurred pursuant to this paragraph (g) at any time outstanding does not
exceed the Dollar Equivalent of (i) with respect to Indebtedness outstanding under the
Foreign Credit Lines, the Dollar Equivalent of $300.0 million and (ii) with respect to all
such other Indebtedness, $100.0 million; provided, that such Indebtedness
incurred by Foreign Subsidiaries which is owing to Borrower or a Borrowing Base Guarantor
shall be permitted only to the extent permitted under Section 6.04(d)(ii);




     (h) Indebtedness of any Person that becomes a Foreign Subsidiary after the Closing
Date; provided that such Indebtedness exists at the time such Person becomes a Foreign
Subsidiary and is not created in contemplation of or in connection with such Person becoming
a Foreign Subsidiary;




     (i) the GCC Spain Intercompany Debt as long as (i) the aggregate principal amount of
all GCC Spain Pre-Closing Intercompany Debt existing on the Closing Date does not exceed the
Dollar Equivalent of $35.0 million, (ii) the GCC Spain Refinancing Intercompany Debt does
not exceed the Dollar Equivalent of $27.7 million, (iii) the GCC Spain Post-Closing
Intercompany Debt incurred by reason of intercompany advances of Borrower to General Cable
Spain after the Original Closing Date does not exceed the Dollar Equivalent of $1.0 million,
(iv) the GCC Spain Acquisition Intercompany Debt incurred by reason of intercompany advances
of Borrower to General Cable Spain after the Closing Date does not exceed the Dollar
Equivalent of $20.0 million and as long as Excess Availability exceeds $50.0 million after
giving effect to any such advance and the Revolving Loans funded in connection therewith,
and (v) in each case, such Indebtedness shall simultaneously be recorded on General Cable
Spain’s, General Cable Spain Holdings’, Borrower’s and Holdings’ ledgers, as applicable, as
an intercompany loan and shall be evidenced by a promissory note in substantially the form
of Exhibit L, which shall be pledged (and delivered) by Borrower and Holdings as
Collateral pursuant to the Security Agreement; provided, that the proceeds of any
Indebtedness incurred by General Cable Spain in favor of Banco de Sabadell following the
incurrence of the GCC Spain Acquisition Intercompany Debt shall be immediately applied by
General Cable Spain to repay to Borrower the GCC Spain Acquisition Intercompany Indebtedness
until repaid in full and shall be immediately applied by Borrower to repay the Obligations
(without reduction in Commitments);




     (j) Indebtedness for industrial revenue bonds or other similar governmental or
municipal bonds for the deferred purchase price of newly acquired Property and to finance
equipment of Borrower and the Borrowing Base Guarantors (pursuant to



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purchase money
mortgages or otherwise and whether owed to the seller or a third party) used in the ordinary
course of business (provided, that such financing is entered into within 180 days of
the acquisition of such Property) of Borrower and the Borrowing Base Guarantors which shall
not exceed $25 million in the aggregate at any one time outstanding without the
Administrative Agent’s prior written consent, and any refinancings of Indebtedness permitted
under this paragraph (j);




     (k) Indebtedness in respect of workers’ compensation claims, self-insurance
obligations, performance bonds, surety appeal or similar bonds and completion guarantees
provided by a Company in the ordinary course of its business;




     (l) unsecured Contingent Obligations:




     (i) of Holdings in respect of Indebtedness (other than Indebtedness for
borrowed money) of any Foreign Subsidiary to the extent such Indebtedness is
permitted to be incurred by such Foreign Subsidiary pursuant to paragraph (g) above
and as long as such Contingent Obligations of Holdings are issued in the ordinary
course business and do not exceed the Dollar Equivalent of $5.0 million in the
aggregate at any time;




     (ii) of Holdings or Borrower in respect of lease obligations, contract
obligations or other obligations (other than Indebtedness for borrowed money) of any
other Loan Party to the extent not otherwise prohibited hereunder as long as such
Contingent Obligations are issued by Holdings and Borrower in the ordinary course of
their business; and




     (iii) of Holdings in respect of lease obligations, contract obligations or
other obligations (other than Indebtedness for borrowed money) of any Foreign
Subsidiary as long as such Contingent Obligations are issued by Holdings in respect
of obligations incurred by such Foreign Subsidiary in the ordinary course of such
Foreign Subsidiary’s business or are in respect of obligations related to Permitted
Non-Loan Funded Acquisitions;




     (iv) of Holdings in respect of Indebtedness for borrowed money of Joint
Ventures as long as such Contingent Obligations do not exceed the Dollar Equivalent
of $25.0 million in the aggregate at any time; or




     (v) of any Foreign Subsidiary in respect of Indebtedness of any other Foreign
Subsidiaries to the extent the primary Indebtedness of such other Foreign Subsidiary
is permitted under paragraph (g) or (h) above;




     (m) Indebtedness in respect of taxes, assessments or governmental charges to the extent
that payment thereof shall not at the time be required to be made in accordance with
Section 5.05;




     (n) Indebtedness in respect of netting services and overdraft protections in connection
with deposit accounts, in each case in the ordinary course of business;



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     (o) Acquisition Debt Issuance; and




     (p) other unsecured Indebtedness (not of the type covered in paragraphs (a) – (o)
above) of any Company incurred, created, assumed or permitted to exist after the Closing
Date not to exceed the Dollar Equivalent of $10.0 million in the aggregate principal amount
at any time outstanding.



     SECTION 6.02 Liens. Create, incur, assume or permit to exist, directly or indirectly,
any Lien on any Property now owned or hereafter acquired by it or on any income or revenues or
rights in respect of any thereof, except (the “Permitted Liens”):




     (a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due
and payable or delinquent and Liens for taxes, assessments or governmental charges or
levies, which (i) are being contested in good faith by appropriate proceedings for which
adequate reserves have been established in accordance with GAAP, which proceedings (or
orders entered in connection with such proceedings) have the effect of preventing the
forfeiture or sale of the Property or assets subject to any such Lien, or (ii) in the case
of any such charge or claim which has or may become a Lien against any of the Collateral,
such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;




     (b) Liens in respect of Property of any Company imposed by law, which were incurred in
the ordinary course of business and do not secure Indebtedness for borrowed money, such as
carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and
mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i)
which do not in the aggregate materially detract from the value of the Property of the
Companies, taken as a whole, and do not materially impair the use thereof in the operation
of the business of the Companies, taken as a whole, (ii) which do not pertain to
Indebtedness that is due and payable or which pertain to Liens that are being contested in
good faith by appropriate proceedings for which adequate reserves have been established in
accordance with GAAP, which proceedings (or orders entered in connection with such
proceedings) have the effect of preventing the forfeiture or sale of the Property or assets
subject to any such Lien, and (iii) in the case of any such Lien which has or may become a
Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the
Contested Collateral Lien Conditions;




     (c) Liens in existence on the Original Closing Date and set forth on Schedule
6.02(c); provided, that (i) the aggregate principal amount of the Indebtedness,
if any, secured by such Liens does not increase; and (ii) such Liens do not encumber any
Property other than the Property subject thereto on the Original Closing Date;




     (d) easements, rights-of-way, restrictions (including zoning restrictions), covenants,
encroachments, protrusions and other similar charges or encumbrances, and minor title
deficiencies on or with respect to any Real Property, in each case whether now or hereafter
in existence, not (i) securing Indebtedness, (ii) individually or in the aggregate
materially impairing the value or marketability of such Real Property and (iii)



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individually
or in the aggregate materially interfering with the conduct of the business of the Companies
at such Real Property;




     (e) Liens arising out of judgments or awards not resulting in a Default and in respect
of which such Company shall in good faith be prosecuting an appeal or proceedings for review
in respect of which there shall be secured a subsisting stay of execution pending such
appeal or proceedings; provided, that the aggregate amount of all such judgments or
awards (and any cash and the fair market value of any Property subject to such Liens) does
not exceed $1.0 million at any time outstanding;




     (f) Liens (other than any Lien imposed by ERISA) (i) imposed by law or deposits made in
connection therewith in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, (ii) incurred in
the ordinary course of business to secure the performance of tenders, statutory obligations
(other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids,
leases, government contracts, trade contracts, performance and return of money bonds and
other similar obligations (exclusive of obligations for the payment of borrowed money), or
(iii) arising by virtue of deposits made in the ordinary course of business to secure
liability for premiums to insurance carriers; provided, that (w) with respect to
clauses (i), (ii) and (iii) hereof, such Liens are for amounts not
yet due and payable or delinquent or, to the extent such amounts are so due and payable,
such amounts are being contested in good faith by appropriate proceedings for which adequate
reserves have been established in accordance with GAAP, which proceedings for orders entered
in connection with such proceedings have the effect of preventing the forfeiture or sale of
the Property or assets subject to any such Lien, (x) to the extent such Liens are not
imposed by law, such Liens shall in no event encumber any Property other than cash and Cash
Equivalents which have been deposited with such lienholder or has otherwise been
subordinated to the Liens securing the Obligations hereunder pursuant to a Landlord Lien
Waiver and Access Agreement, (y) in the case of any such Lien against any of the Collateral,
such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions and
(z) the aggregate amount of deposits at any time pursuant to clause (ii) and
(iii) shall not exceed $250,000 in the aggregate;




     (g) Leases or subleases with respect to the assets or properties of any Company, in
each case entered into in the ordinary course of such Company’s business so long as such
Leases are subordinate in all respects to the Liens granted and evidenced by the Security
Documents and do not, individually or in the aggregate, (i) interfere in any material
respect with the ordinary conduct of the business of any Company or (ii) materially impair
the use (for its intended purposes) or the value of the Property subject thereto;




     (h) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by any Company in the ordinary course of
business in accordance with the past practices of such Company;




     (i) Liens arising pursuant to Purchase Money Obligations or Capital Lease Obligations
incurred pursuant to Section 6.01(f), Liens securing Indebtedness incurred



112









 






pursuant
to Section 6.01(j) or Liens arising pursuant to sale and leaseback transactions to the
extent permitted under Section 6.03; provided, that (i) the Indebtedness
secured by any such Lien (including refinancings thereof) does not exceed 100% of the cost
of the Property being acquired or leased at the time of the incurrence of such Indebtedness
and (ii) any such Liens attach only to the Property being financed pursuant to such Purchase
Money Obligations, Capital Lease Obligations, other Indebtedness or sale and leaseback
transactions and do not encumber any other Property of any Company;




     (j) bankers’ Liens, rights of setoff and other similar Liens existing solely with
respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any
Company, in each case granted in the ordinary course of business in favor of the bank or
banks with which such accounts are maintained, securing amounts owing to such bank with
respect to cash management and operating account arrangements, including those involving
pooled accounts and netting arrangements; provided, that in no case shall any such
Liens secure (either directly or indirectly) the repayment of any Indebtedness;




     (k) Liens on Property of a Person existing at the time such Person is acquired or
merged with or into or consolidated with any Company (and not created in anticipation or
contemplation thereof) so long as such merger or acquisition is permitted pursuant to
Section 6.05; provided, that such Liens do not extend to Property not
subject to such Liens at the time of acquisition (other than improvements thereon) and are
no more favorable to the lienholders than the existing Lien;




     (l) Liens on Property of Foreign Subsidiaries; provided, that (i) such Liens do
not extend to, or encumber, Property which constitutes Collateral, and (ii) such Liens
extending to the Property of any Foreign Subsidiary secure only Indebtedness of Foreign
Subsidiaries as of the Original Closing Date or Indebtedness incurred by a Foreign
Subsidiary pursuant to Section 6.01(g);




     (m) Liens granted pursuant to the Security Documents;




     (n) licenses or sublicenses of Intellectual Property granted by any Company in the
ordinary course of business and not interfering in any material respect with the ordinary
conduct of the business of such Company;




     (o) Liens attaching solely to cash earnest money deposits in connection with any letter
of intent or purchase agreement in connection with a Permitted Acquisition;




     (p) Liens in favor of customs and revenues authorities which secure payment of customs
duties in connection with the importation of goods to the extent required by law;




     (q) Liens deemed to exist in connection with set-off rights in the ordinary course of
Borrower’s and its Subsidiaries’ business;




     (r) replacement, extension or renewal of any Lien permitted herein in the same property
previously subject thereto provided the underlying Indebtedness is permitted to be replaced,
extended and renewed under Section 6.01(b);



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     (s) the filing of financing statements solely as a precautionary measure in connection
with operating leases or consignment of goods; and




     (t) other Liens (not of a type set forth in clauses (a) through (s)
above) incurred in the ordinary course of business of any Company with respect to
obligations (other than Indebtedness) that do not in the aggregate exceed $10.0 million at
any time outstanding;


provided, however, that no Liens (other than Liens permitted under Section
6.02(a)(ii)) shall be permitted to exist, directly or indirectly, on any Pledged Equity
Interests or Pledged Notes (each as defined in the Security Agreements and Foreign Pledge
Agreements).




     SECTION 6.03 Sale and Leaseback Transactions. Enter into any arrangement, directly or
indirectly, with any Person whereby it shall sell or transfer any Property, real or personal, used
or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease
such Property or other Property which it intends to use for substantially the same purpose or
purposes as the Property being sold or transferred unless at the time of the proposed sale and
leaseback transaction: (a) no Default then exists or would result therefrom; (b) the aggregate
Fair Market Value of all Property permitted to be sold and leased back pursuant to this Section
6.03 shall not exceed $20.0 million; (c) Borrower shall have delivered, at least five Business
Days prior thereto, all agreements, documents and instruments pursuant to which the proposed sale
and leaseback is to be effected, all of which shall be on terms and in form and substance
satisfactory to the Administrative Agent; and (d) Borrower shall have delivered a certificate to
the Administrative Agent and the Collateral Agent certifying that no Default exists or would result
after giving effect to the proposed sale and leaseback, identifying the Property subject to such
sale and leaseback transaction and that all of the requirements for a Permitted Asset Sale have
been satisfied.



     SECTION 6.04 Investments, Loans and Advances. Directly or indirectly, lend money or
credit or make advances to any Person, or purchase or acquire any stock, obligations or securities
of, or any other interest in, or make any capital contribution to, any other Person, or purchase or
own a futures contract or otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract (all of the foregoing,
collectively, “Investments”), except that the following shall be permitted:




     (a) Investments outstanding on the Original Closing Date and identified on Schedule
6.04(a);




     (b) the Companies may (i) acquire and hold accounts receivables owing to any of them if
created or acquired in the ordinary course of business and payable or dischargeable in
accordance with customary terms, (ii) acquire and hold cash and Cash Equivalents, (iii)
endorse negotiable instruments for collection in the ordinary course of business, (iv) make
lease, utility and other similar deposits in the ordinary course of business; or (v) make
prepayments and deposits to suppliers in the ordinary course of business;



114









 






     (c) any Company may enter into Interest Rate Protection Agreements to the extent
permitted by Section 6.01(c), Holdings may enter into the Specified Foreign Currency
Hedging Agreement or any Company may enter into and perform its obligations under Specified
Hedging Agreements entered into in the ordinary course of business and so long as any such
Specified Hedging Agreement is not speculative in nature and is (i)(A) related to income
derived from operations of such Company or otherwise related to purchases permitted
hereunder from suppliers or (B) entered into to protect such Company against fluctuations in
the prices of raw materials used in its businesses and (ii) permitted by Section
6.01(d);




     (d) (i) Borrower, any Borrowing Base Guarantor, or any Foreign Subsidiary may make
intercompany loans and advances to Borrower or any other Borrowing Base Guarantor (other
than Holdings), (ii) Borrower or any Borrowing Base Guarantor may make intercompany loans
and advances to any Foreign Subsidiary (other than General Cable Spain) in an amount not to
exceed the Dollar Equivalent of $10.0 million to all Foreign Subsidiaries (other than
General Cable Spain) in the aggregate outstanding at any time, (iii) Borrower or Holdings
may make intercompany loans or advances to General Cable Spain or General Cable Spain
Holdings giving rise to the GCC Spain Intercompany Debt to the extent permitted in
Section 6.01(i), (iv) Borrower may make intercompany loans and advances to Marathon
Manufacturing Holdings, Inc., a Delaware corporation, MLTC Company, a Delaware corporation,
and General Cable Technologies as long as such intercompany loans and advances to all such
Persons do not exceed $1.0 million in the aggregate at any time and (v) any Foreign
Subsidiary may make intercompany loans and advances to any other Foreign Subsidiary;
provided, that each loan and advance referenced in clauses (i), (ii), (iii), (iv)
and (v) above shall simultaneously be recorded on Borrower’s, the applicable Borrowing Base
Guarantor’s, or the applicable Foreign Subsidiary’s ledgers as an intercompany loan and
shall be evidenced by a promissory note in substantially the form of Exhibit L,
which, except in the case of promissory notes evidencing loans or advances made by any
Foreign Subsidiary, shall be pledged (and delivered) by Borrower or the applicable Borrowing
Base Guarantor that is the lender of such intercompany loan as Collateral pursuant to the
Security Agreements and Foreign Pledge Agreements and which shall be subordinated to the
Obligations pursuant to such promissory notes;




     (e) Any Company may make loans and advances (including payroll, travel and
entertainment related advances) in the ordinary course of business to its respective
employees or senior management (other than any loans or advances to any director or
executive officer (or equivalent thereof) that would be in violation of Section 402 of the
Sarbanes-Oxley Act) so long as the aggregate principal amount thereof made by all Companies
at any time outstanding (determined without regard to any write-downs or write-offs of such
loans and advances) shall not exceed the Dollar Equivalent of $ 2.0 million;




     (f) Borrower, Holdings, Intermediate Holdings, any Canadian Subsidiary or any Foreign
Subsidiary may establish Subsidiaries to the extent permitted by Section 6.12
(provided that (i) any Subsidiary formed by a Canadian Subsidiary will also be a
Canadian Subsidiary, (ii) any Subsidiary formed by a Foreign Subsidiary will also be a



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Foreign Subsidiary) and (iii) any Subsidiary formed by a Domestic Subsidiary (other than
Intermediate Holdings or Borrower) will also be a Domestic Subsidiary;




     (g) Investments (other than intercompany loans and advances) (i) by Borrower in any
Borrowing Base Guarantor (but with respect to Holdings, only to the extent such Investments
in Holdings are permitted under 6.07, or with respect to Intermediate Holdings, only
to the extent such Investments in Intermediate Holdings are permitted under Section
6.06(d) or 6.07), (ii) by any Company (other than Borrower or any Borrowing Base
Guarantor) in Borrower or any Borrowing Base Guarantor and (iii) by any Foreign Subsidiary
in any other Company;




     (h) Investments in securities of trade creditors or customers in the ordinary course of
business and consistent with such Company’s past practices that are received in settlement
of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar
arrangement upon the bankruptcy or insolvency of such trade creditors or customers;




     (i) Investments made by Borrower or any Subsidiary as a result of consideration
received in connection with an Asset Sale made in compliance with Section 6.05;




     (j) earnest money required and any Equity Issuance made by Holdings in connection with
and to the extent permitted by Permitted Acquisitions;




     (k) Loan Parties may hold Investments to the extent such Investments reflect an
increase in the value of Investments otherwise permitted under this Section 6.04
hereof;




     (l) Investments in (i) deposit accounts opened in the ordinary course of business
provided, that such deposit accounts are subject to Deposit Account Control
Agreements and (ii) securities accounts opened in the ordinary course of business
provided, that such securities accounts are subject to Securities Account Control
Agreements;




     (m) Borrower may make intercompany loans and advances to Holdings solely for the
purpose of:




     (i) Holdings’ repurchasing, so long as all proceeds thereof are in fact
promptly used by Holdings to repurchase, outstanding shares of its common stock
following the death, disability, retirement or termination of employment of
employees, officers or directors of any Company as long as (A) such loans and
advances in the aggregate shall not exceed $500,000 in any fiscal year of Holdings
less any Restricted Payments made pursuant to Section 6.06(d)(i) in
such fiscal year and (B) no Event of Default has occurred and is continuing and no
Default would result after giving effect to any such Restricted Payment;




     (ii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, its income tax and income taxes pursuant to



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the Tax Sharing
Agreement, in accordance with Section 6.07(e), in each case when and as due;




     (iii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay scheduled semi-annual interest on the Qualified Senior
Notes;




     (iv) Holdings’ making, so long as all proceeds thereof are in fact promptly
used by Holdings to make, Restricted Payments with respect to Convertible Preferred
Stock elected to be made by Holdings in cash for the current quarter dividend period
(commencing with the first such quarterly dividend period ending February 24, 2004);
and




     (v) Holdings’ paying, so long as all such proceeds are in fact promptly used by
Holdings to pay, the Induced Conversion Payments as long as (A) such loans and
advances do not exceed $23.0 million in the aggregate less any Restricted Payments
made pursuant to Section 6.06(d)(vi) and (B) no Event of Default has
occurred and is continuing or would result after giving effect to any such loan or
advance;




provided, that each loan and advance referenced in clauses (i), (ii), (iii),
(iv) and (v) above shall simultaneously be recorded on Borrower’s ledger as an
intercompany loan and shall be evidenced by a promissory note in substantially the
form of Exhibit L, which shall be pledged (and delivered) by Borrower as
Collateral pursuant to the Security Agreements and which shall be subordinated to
the Obligations pursuant to such promissory notes;




     (n) additional Investments after the Original Closing Date in any Joint Venture as long
as the aggregate outstanding amount of additional Investments in all Joint Ventures does not
exceed with respect to all Joint Ventures the Dollar Equivalent of $100.0 million in the
aggregate; provided that if, before or after giving effect to any such additional
Investment, the aggregate outstanding amount of such additional Investments would exceed the
Dollar Equivalent of $50.0 million in the aggregate, then no such additional Investment
shall be made unless average daily Excess Availability for the 90-day period preceding the
funding of such additional Investment would have exceeded $75.0 million (after giving effect
to any Revolving Loans funded in connection therewith as if made on the first day of such
period) and is reasonably expected to exceed $75.0 million for at least 90 days following
the funding of such additional Investment; and




     (o) (i) Loan Parties may capitalize or forgive any Indebtedness owed to it by other
Loan Parties (except that Borrower shall not forgive intercompany loans made to any other
Loan Party) and (ii) Holdings may capitalize the GCC Spain Refinancing Intercompany Debt in
an amount not to exceed 10.0 million Euros as long as no Event of Default has occurred and
is continuing



     SECTION 6.05 Mergers, Consolidations, Sales of Assets and Acquisitions. Wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, enter



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into any Asset Sale, or otherwise convey, sell, lease or otherwise dispose of (or agree to do any
of the foregoing at any future time) all or any part of its Property or assets, or purchase or
otherwise acquire (in one or a series of related transactions) all or any part of the Property,
Equity Interests, or assets of any Person (or agree to do any of the foregoing at any future time),
except that:





     (a) Capital Expenditures by Borrower and the Subsidiaries shall be permitted to the
extent permitted by Section 6.08(b);




     (b) (i) purchases or other acquisitions of inventory, materials, equipment and
intangible assets in the ordinary course of business shall be permitted, (ii) subject to
Section 2.10(c), Asset Sales of used, worn out, obsolete or surplus Property by any
Company in the ordinary course of business and the abandonment or other Asset Sale of
Intellectual Property that is, in the reasonable judgment of Borrower, no longer
economically practicable to maintain or useful in the conduct of the business of the
Companies taken as a whole shall be permitted, (iii) sale of Equipment or Real Property, as
applicable, or any portion thereof, due to the termination of operations at (A) 37 Cushman
St., Taunton MA 02780, (B) 440 East 8th Street, Marion, IN 46953 and (C) 75 Canal
St., South Hadley, MA 01075, in each case, shall be permitted on terms and pursuant to
documentation reasonably acceptable to the Administrative Agent, (iv) Permitted Asset Sales
by all Loan Parties aggregating no more than $10.0 million less any prepayments made
pursuant to the definition of Permitted Fixed Asset Exchange shall be permitted, (v) Asset
Sales shall be permitted by any Foreign Subsidiary as long as, individually and in the
aggregate, such Assets Sales do not comprise all or substantially all of the Property of any
Foreign Subsidiary that is a direct Subsidiary of a Loan Party and (vi) Permitted Fixed
Asset Exchanges shall be permitted;




     (c) Investments in connection with any such transaction may be made to the extent
permitted by Section 6.04;




     (d) Holdings and its Subsidiaries may sell Cash Equivalents and use cash for purposes
that are not otherwise prohibited by the terms of this Agreement in the ordinary course of
business;




     (e) Borrower and the Subsidiaries may lease (as lessee or lessor) real or personal
Property and may guaranty such lease, in each case, in the ordinary course of business and
in accordance with the applicable Security Documents;




     (f) the Transactions shall be permitted as contemplated by the Transaction Documents;




     (g) Borrower, any Borrowing Base Guarantor (other than Holdings) or, in the case of any
Permitted Non-Loan Funded Acquisition, any Foreign Subsidiary may consummate Permitted
Acquisitions, and Holdings may consummate Permitted Non-Loan Funded Acquisitions;




     (h) any Loan Party (other than Holdings, Intermediate Holdings or Borrower) may
transfer Property or lease to or acquire or lease Property from any Loan Party or any



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Loan Party (other than Holdings, Borrower and Intermediary Holdings) may be merged into another
Domestic or Canadian Loan Party as long as Borrower, Holdings or Intermediary Holdings is
the surviving corporation of such merger; provided, that the Lien on and security
interest in such Property granted or to be granted in favor of the Collateral Agent under
the Security Documents shall be maintained or created in accordance with the provisions of
Section 5.11 or 5.12, as applicable;




     (i) any Foreign Subsidiary may transfer Property or lease to or acquire or lease
Property from any Foreign Subsidiary or any Foreign Subsidiary may be merged into another
Foreign Subsidiary so long as, in the case of any merger involving a Foreign Subsidiary that
is a direct Subsidiary of a Loan Party, the surviving corporation of such merger is a direct
Subsidiary of a Loan Party; provided, that the Lien on and security interest in the
Equity Interests of any such first-tier Foreign Subsidiary shall be maintained or created in
accordance with the provisions of Section 5.11;




     (j) any Subsidiary (other than Borrower or any Borrowing Base Guarantor) may dissolve,
liquidate or wind up its affairs at any time; provided, that such dissolution,
liquidation or winding up, as applicable, could not reasonably be expected to have a
Material Adverse Effect;




     (k) discounts or forgiveness of account receivables in the ordinary course of business
or in connection with collection or compromise thereof shall be permitted provided the
account debtor is not an Affiliate;




     (l) Permitted Liens (to the extent constituting a conveyance of Property) shall be
permitted; and




     (m) General Cable Spain may consummate the GCC Spain Acquisition on or prior to
December 31, 2005.


To the extent the Supermajority Lenders waive the provisions of this Section 6.05 with
respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section
6.05, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens
created by the Security Documents, and the Administrative Agent and the Collateral Agent shall take
all actions deemed appropriate in order to effect the foregoing.




     SECTION 6.06 Restricted Payments. Make any Restricted Payment, except that:




     (a) any Subsidiary that is a Loan Party (other than Borrower and Intermediate Holdings)
(i) may make Restricted Payments to Borrower or any Domestic Subsidiary or Canadian
Subsidiary which is a Wholly Owned Subsidiary and (ii) if such Domestic Subsidiary or
Canadian Subsidiary is not a Wholly Owned Subsidiary, may make Restricted Payments to its
shareholders generally so long as Borrower or its Subsidiary which owns the Equity Interest
or interests in the Subsidiary making such Restricted Payments receives at least its
proportionate share thereof (based upon its relative holdings of Equity Interests in the
Subsidiary making such Restricted Payments and taking into account the relative preferences,
if any, of the various classes of Equity Interests in such Subsidiary);



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     (b) any Subsidiary that is not a Loan Party (i) may make Restricted Payments to a
Wholly Owned Subsidiary that is not a Loan Party and (ii) if such Subsidiary is not a Wholly
Owned Subsidiary, may make Restricted Payments to its shareholders generally so long as
Subsidiary which owns the Equity Interest or interests in the Subsidiary making such
Restricted Payments receives at least its proportionate share thereof (based upon its
relative holdings of Equity Interests in the Subsidiary making such Restricted Payments and
taking into account the relative preferences, if any, of the various classes of Equity
Interests in such Subsidiary);




     (c) any Subsidiary that is not a Loan Party may make Restricted Payments to a Loan
Party as long as (i) such Loan Party is the most direct holder of Equity Interest in such
Subsidiary and (ii) proceeds thereof, through one or more Restricted Payments of the Persons
that are the most direct holders of Equity Interest in the Person making the Restricted
Payments, are received by Borrower or Holdings;




     (d) Borrower may make cash Restricted Payments to Intermediate Holdings,
provided, that Intermediate Holdings contemporaneously uses the proceeds of such
Restricted Payments to make Restricted Payments in the same amount to Holdings solely for
the purpose of:




     (i) Holdings’ repurchasing, so long as all proceeds thereof are in fact
promptly used by Holdings to repurchase, outstanding shares of its common stock
following the death, disability, retirement or termination of employment of
employees, officers or directors of any Company as long as (A) such Restricted
Payments in the aggregate shall not exceed, together with the intercompany loans and
advances under Section 6.04(m)(i), $500,000 in any fiscal year of Holdings
and (B) no Event of Default has occurred and is continuing and no Default would
result after giving effect to any such Restricted Payment;




     (iii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, its income tax and income taxes pursuant to the Tax Sharing
Agreement, in accordance with Section 6.07(e), in each case when and as due;




     (iv) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay scheduled semi-annual interest on the Qualified Senior
Notes;




     (v) Holdings’ making, so long as all proceeds thereof are in fact promptly used
by Holdings to make, Restricted Payments with respect to Convertible Preferred Stock
elected to be made by Holdings in cash for the current quarter dividend period
(commencing with the first such quarterly dividend period ending February 24, 2004);




     (vi) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, the Induced Conversion Payments as long as (A) such
Restricted Payments in the aggregate shall not exceed, together with the



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intercompany loans and advances under Section 6.04(m)(v), $23.0 million in
the aggregate and (B) no Event of Default has occurred and is continuing or would
result after giving effect to any such Restricted Payment;



     (e) to the extent any payment under any Intercompany Agreement constitutes a Restricted
Payment, Borrower, Holdings or other Guarantor, as applicable, party to such Intercompany Agreement
may make such Restricted Payment;



     (f) Borrower may make cash Restricted Payments to Intermediate Holdings other than those
described in clause (d) above, provided, that Intermediate Holdings uses the
proceeds of such Restricted Payments to make Restricted Payments in the same amount to Holdings as
long as (A) the aggregate amount of such Restricted Payments received by Holdings does not exceed
$10.0 million in any fiscal year of Holdings and (B) Borrower delivers written notice thereof to
Administrative Agent and Collateral Agent prior to making each such Restricted Payment.



     SECTION 6.07 Transactions with Affiliates. Enter into, directly or indirectly, any
transaction or series of related transactions, whether or not in the ordinary course of business,
with any Affiliate of any Company (other than between or among Borrower and its Wholly Owned
Subsidiaries), other than in the ordinary course of business and on terms and conditions
substantially as favorable to such Company as would reasonably be obtained by such Company at that
time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that:




     (a) Restricted Payments may be made to the extent provided in Section 6.06;




     (b) loans may be made and other transactions may be entered into between and among any
Company and its Affiliates to the extent permitted by Sections 6.01 and
6.04;




     (c) customary fees may be paid to non-officer directors of Holdings and customary
indemnities may be provided to all directors of Holdings;




     (d) Borrower may pay management fees to Holdings from time to time in an amount not in
excess of Holdings’ compensation expenses for its employees;




     (e) Borrower or any Subsidiary may make payments to Holdings pursuant to a Tax Sharing
Agreement in an amount not in excess of the federal and state (in such states that permit
consolidated or combined tax returns) income tax liability that Borrower and the
Subsidiaries would have been liable for if any of the Companies had filed their taxes on a
stand-alone basis; provided, that such payments shall be made by Holdings no earlier
than five days prior to the date on which Holdings is required to make its payments to the
Internal Revenue Service, as applicable;




     (f) Borrower, Holdings and other Guarantors party to the Intercompany Agreement may
make payments under the Intercompany Agreements; and




     (g) the Transactions may be effected.



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SECTION 6.08 Financial Covenants.




     (a) Minimum Fixed Charge Coverage Ratio. If daily Excess Availability for five or
more days (whether consecutive or non-consecutive) during any fiscal quarter is less than $50.0
million (such occurrence, a “triggering event”), thereafter (and until such time as average daily
Excess Availability is in excess of $50.0 million for a period of three (3) consecutive fiscal
months following such fiscal quarter), permit the Consolidated Fixed Charge Coverage Ratio,
determined as of the end of each of the Borrower’s fiscal quarters (commencing with the end of the
fiscal quarter within which such triggering event occurred) for the Test Period then ended, to be
less than 1:00 to 1.0.



     (b) [Intentionally Omitted.]



     (c) [Intentionally Omitted.]



     SECTION 6.09 Limitation on Modifications of Indebtedness; Modifications of Certificate of
Incorporation, or Other Constitutive Documents, By-laws and Certain Other Agreements, etc. (i)
Amend or modify, or permit the amendment or modification of, any provision of existing
Indebtedness or of any agreement (including any purchase agreement, indenture, loan agreement or
security agreement) relating thereto other than any amendments or modifications to Indebtedness
which do not in any way materially adversely affect the interests of the Lenders and are otherwise
permitted under Section 6.01(b); (ii) except as required by Sections 4.08 and 4.11(e) of
the Qualified Senior Note Indenture, make (or give any notice in respect thereof) any voluntary or
optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or
redemption as a result of any asset sale, change of control or similar event of, any indebtedness
outstanding under the Qualified Senior Notes; (iii) amend or modify, or permit the amendment or
modification of, any provision of any Qualified Senior Notes or any agreement (including any
Qualified Senior Note Document) relating thereto other than amendments or modifications which do
not in any way materially adversely affect the interests of the Lenders and which are effected to
make technical corrections to the respective documentation; (iv) amend or modify, or permit the
amendment or modification of, any other Transaction Document, in each case except for amendments or
modifications which are not in any way adverse in any material respect to the interests of the
Lenders; or (v) amend, modify or change its articles of incorporation or other constitutive
documents (including by the filing or modification of any certificate of designation) or by-laws,
or any agreement entered into by it, with respect to its capital stock (including any shareholders’
agreement), or enter into any new agreement with respect to its capital stock, other than any
amendments, modifications, agreements or changes pursuant to this clause (v) or any such
new agreements pursuant to this clause (v) which do not in any way materially adversely
affect in any material respect the interests of the Lenders; and provided, that Holdings
may issue such capital stock as is not prohibited by Section 6.11 or any other provision of
this Agreement and may amend articles of incorporation or other constitutive documents to authorize
any such capital stock.



     SECTION 6.10 Limitation on Certain Restrictions on Subsidiaries. Directly or
indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Subsidiary (other than a Foreign Subsidiary) to (a) pay dividends
or make any other distributions on its capital stock or any other interest or participation in its



122









 




profits owned by Borrower or any other Subsidiary, or pay any Indebtedness owed to Borrower or any
other Subsidiary (except such restrictions as are approved in writing and in advance by the
Administrative Agent), (b) make loans or advances to Borrower or any of Borrower’s other
Subsidiaries or (c) transfer any of its properties to Borrower or any of Borrower’s other
Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i)
applicable law; (ii) this Agreement and the other Loan Documents; (iii) the Qualified Senior Note
Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest of Borrower or any other Subsidiary; (v) customary provisions restricting
assignment of any agreement entered into by Borrower or any other Subsidiary in the ordinary course
of business; (vi) any holder of a Lien permitted by Section 6.02 may restrict the transfer
of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than
those contained in this Agreement contained in any documents governing any Indebtedness incurred
after the Original Closing Date in accordance with the provisions of this Agreement, the Prior
Credit Agreement or the Original Credit Agreement; (viii) customary restrictions and conditions
contained in any agreement relating to the sale of any Property permitted under Section
6.05 pending the consummation of such sale; (ix) any agreement in effect at the time such
Subsidiary is a Subsidiary, so long as such agreement was not entered into in contemplation of such
Person becoming a Subsidiary; or (x) in the case of any joint venture which is not a Loan Party in
respect of any matters referred to in clauses (b) and (c) above, restrictions in
such Person’s organizational or governing documents or pursuant to any joint venture agreement or
stockholders agreements solely to the extent of the Equity Interests of or assets held in the
subject joint venture or other entity.




     SECTION 6.11 Limitation on Issuance of Capital Stock. (a) With respect to Holdings,
issue after the Original Closing Date any Equity Interest that is not Qualified Capital Stock.



     (b) Neither Intermediate Holdings nor Borrower will, and will not permit any Subsidiary, to
issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any
options or warrants to purchase, or securities convertible into, Equity Interest of any Subsidiary,
except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not
decrease the percentage ownership of Borrower or any Subsidiaries in any class of the Equity
Interest of such Subsidiary; (ii) Subsidiaries of Borrower formed after the Closing Date pursuant
to Section 6.12 may issue Equity Interests to Borrower or the Subsidiary which is to own
such stock; and (iii) Borrower may issue common stock that is Qualified Capital Stock to Holdings.
All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent
required by Section 5.12 or the Security Agreements and Foreign Pledge Agreements, be
delivered to the Collateral Agent for pledge pursuant to the Security Agreements and Foreign Pledge
Agreements.



     SECTION 6.12 Limitation on Creation of Subsidiaries. Establish or create any
additional Subsidiaries without the prior written consent of the Required Lenders;
provided, that Holdings or any of its direct or indirect Wholly-Owned Subsidiaries
(including any of its direct or indirect Wholly-Owned Foreign Subsidiaries) may establish or create
one or more direct Wholly Owned Subsidiaries of such Person without such consent , in each case
subject to compliance with the applicable provisions of Section 5.11 and Section
5.12; provided, further that (i) any Subsidiary formed by a Canadian Subsidiary
will also be a Canadian Subsidiary, (ii)



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any Subsidiary formed by a Foreign Subsidiary will also be
a Foreign Subsidiary) and (iii) any Subsidiary formed by a Domestic Subsidiary (other than
Intermediate Holdings or Borrower) will also be a Domestic Subsidiary.




     SECTION 6.13 Business. (a) With respect to Holdings, engage in any business
activities or have any assets or liabilities, other than (i) its ownership of the Equity Interests
of Borrower and other direct and indirect Subsidiaries of Holdings and its performance of
administrative and managerial services on behalf of such Companies, (ii) obligations under the
Transactions Documents and Indebtedness permitted to be outstanding with respect to and/or incurred
by Holdings under Section 6.01, and (iii) activities and assets incidental to the foregoing
clauses (i) and (ii).



     (b) With respect to Borrower and the Subsidiaries of Holdings, engage (directly or indirectly)
in any business other than those businesses in which Borrower and its Subsidiaries are engaged on
the Original Closing Date (or which are substantially related thereto or are reasonable extensions
thereof).



     SECTION 6.14 Limitation on Accounting Changes. Make or permit, any change in
accounting policies or reporting practices, without the consent of the Required Lenders, which
consent shall not be unreasonably withheld, except changes that, in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect or are required by GAAP.



     SECTION 6.15 Fiscal Year. Change its fiscal year end to a date other than December
31.



     SECTION 6.16 No Negative Pledges. Directly or indirectly enter into or assume any
agreement (other than this Agreement and the Qualified Senior Note Documents) prohibiting the
creation or assumption of any Lien upon the properties or assets of any Company (other than a
Foreign Subsidiary), whether now owned or hereafter acquired, except for Property subject to
purchase money security interests, operating leases and capital leases.



     SECTION 6.17 Lease Obligations. Create, incur, assume or suffer to exist any
obligations as lessee for the rental or hire of real or personal Property of any kind under leases
or agreements to lease having an original term of one year or more that would cause the direct and
contingent liabilities of the Borrower and its Subsidiaries, on a consolidated basis, in respect of
all such obligations to exceed $15.0 million payable in any period of 12 consecutive months.



     SECTION 6.18 Upstream Restrictions.



     Directly or indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary (other than a Foreign Subsidiary) to
(a) pay any dividend or make any other distributions on its capital stock or any other Equity
Interest (except such restrictions as are approved in writing and in advance by the Administrative
Agent) or (b) make or repay any loans or advances to any parent of any Subsidiary, or (c) transfer
assets from any Subsidiary to its parent other than restrictions on transfers of Equipment or Real
Property that do not represent more than 5% of the consolidated assets of the Holdings and its
Subsidiaries.



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     SECTION 6.19 Holdings Companies; Inactive Subsidiaries. (a) Except for the ownership
interest in Real Property set forth in Schedule 6.18 (and Indebtedness evidenced by
Qualified Senior Notes), (i) permit any Holding Company to engage in any trade or business other
than providing administrative and managerial services on behalf of
the Companies, (ii) own any
assets (other than Equity Interests and Indebtedness, including intercompany Indebtedness, which
were pledged to the Collateral Agent on the Original Closing Date) or (iii) incur any liability
(other than Indebtedness permitted to be outstanding with respect to and/or incurred by such
Holding Company under Section 6.01 in an aggregate amount that exceeds $25,000.



     (b) Cause or permit any Domestic or Canadian Inactive Subsidiary to (i) own any assets with an
aggregate book value in excess of $25,000 (or, in the case of General Cable Canada, Limited, an
Ontario corporation, an aggregate book value in excess of $25,000 plus the aggregate book
value of its assets as of the Original Closing Date) other than Indebtedness, including
intercompany Indebtedness, and Equity Interests pledged to the Collateral Agent on the Original
Closing Date, (ii) incur any liability (other than Indebtedness permitted to be outstanding with
respect to and/or incurred by such Subsidiary under Section 6.01) in an aggregate amount
that exceeds $25,000 or (iii) engage in any trade or business.



     SECTION 6.20 Material Agreements. No Company shall, without the prior written consent
of the Administrative Agent, in their reasonable collective credit judgments, change or amend the
terms of any Intercompany Agreement; and there shall not have occurred the termination of, or the
receipt by any Loan Party of notice of the termination of, or the occurrence of any event or
condition which would, with the passage of time or the giving of notice or both, constitute an
event of default under or permit the termination of, any one or more of the Intercompany
Agreements, which occurrence, unless otherwise determined by the Administrative Agent in its
reasonable judgment, shall constitute an Event of Default hereunder.



ARTICLE VII.




GUARANTEE




     SECTION 7.01 The Guarantee. The Guarantors (other than General Cable Canada, which
has on the Original Closing Date executed and delivered the Canadian Guaranty) hereby jointly and
severally affirm, acknowledge and ratify the Guarantees under the Original Credit Agreement and the
Prior Credit Agreement and guarantee as a primary obligor and not as a surety to each Secured Party
and their respective successors and assigns the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the principal of and interest (including any interest,
fees, costs or charges that would accrue but for the provisions of the Title 11 of the United
States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code)
on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all other
Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan
Document (including, without limitation, any Specified Hedging Agreement), in each case strictly in
accordance with the terms thereof (such obligations being herein collectively called the
“Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if Borrower or
other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration
or otherwise) any of the Guaranteed Obligations, the



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Guarantors will promptly pay the same, without
any demand or notice whatsoever, and that in the case of any extension of time of payment or
renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such
extension or renewal.




     SECTION 7.02 Obligations Unconditional. The obligations of the Guarantors under
Section 7.01 and under Section 7.01 of the Original Credit Agreement and the Prior
Credit Agreement shall constitute a guaranty of payment and are absolute, irrevocable and
unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or
enforceability of the Guaranteed Obligations of Borrower under this Agreement, the Notes, if any,
or any other agreement or instrument referred to herein or therein, or any substitution, release or
exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the
fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that
might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor
(except for payment in full). Without limiting the generality of the foregoing, it is agreed that
the occurrence of any one or more of the following shall not alter or impair the liability of the
Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all
circumstances as described above:




     (a) the genuineness, validity, regularity, enforceability or any future amendment of,
or change in, this Agreement, any other Loan Document or any other agreement, document or
instrument to which Borrower is or may become a party;




     (b) the absence of any action to enforce this Agreement or any other Loan Document or
the waiver or consent by Administrative Agent and Lenders with respect to any of the
provisions thereof;




     (c) the existence, value or condition of, or failure to perfect its Lien against, any
security for the Obligations or any action, or the absence of any action, by Administrative
Agent and Lenders in respect thereof (including the release of any such security);




     (d) the insolvency of Borrower or any other Guarantor;




     (e) at any time or from time to time, without notice to the Guarantors, the time for
any performance of or compliance with any of the Guaranteed Obligations shall be extended,
or such performance or compliance shall be waived;




     (f) any of the acts mentioned in any of the provisions of this Agreement or the Notes,
if any, or any other agreement or instrument referred to herein or therein shall be done or
omitted;




     (g) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of
the Guaranteed Obligations shall be amended in any respect, or any right under the Loan
Documents or any other agreement or instrument referred to herein or therein shall be
amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations
or any security therefor shall be released or exchanged in whole or in part or otherwise
dealt with;



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     (h) any lien or security interest granted to, or in favor of, Issuing Bank or any
Lender or Agent as security for any of the Guaranteed Obligations shall fail to be
perfected;




     (i) the release of Borrower or any other Guarantor; or




     (j) any other action or circumstances that might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor (other than indefeasible payment in
full in cash of all Obligations and the termination of all Commitments).



     The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and
all notices whatsoever, and any requirement that any Loan Party thereof exhaust any right, power or
remedy or proceed against Borrower under this Agreement or the Notes, if any, or any other
agreement or instrument referred to herein or therein, or against any other Person under any other
guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all
notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed
Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or
acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all
dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a
continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any
right of offset with respect to the Guaranteed Obligations at any time or from time to time held by
Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be
conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time
of any right or remedy against Borrower or against any other Person which may be or become liable
in respect of all or any part of the Guaranteed Obligations or against any collateral security or
guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full
force and effect and be binding in accordance with and to the extent of its terms upon the
Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders,
and their respective successors and assigns, notwithstanding that from time to time during the term
of this Agreement there may be no Guaranteed Obligations outstanding.



     SECTION 7.03 Reinstatement. The obligations of the Guarantors under this Article
VII shall be automatically reinstated if and to the extent that for any reason any payment by
or on behalf of Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded
or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise. The Guarantors jointly and
severally agree that they will indemnify each Secured Party on demand for all reasonable costs and
expenses (including reasonable fees of counsel) incurred by such Secured Party in connection with
such rescission or restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent transfer or similar
payment under any bankruptcy, insolvency or similar law, other than any costs or expenses resulting
from the bad faith or willful misconduct of such Secured Party.



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     SECTION 7.04 Subrogation; Subordination. Each Guarantor hereby agrees that until the
indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the
expiration and termination of the Commitments of the Lenders under this Agreement it shall not
exercise any right or remedy arising by reason of any performance by it of its guarantee in
Section 7.01, whether by subrogation or otherwise, against Borrower or any other Guarantor
of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The
payment of any amounts due with respect to any Indebtedness of Borrower or any other Guarantor now
or hereafter owing to any Guarantor or Borrower by reason of any payment by such Guarantor under
the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment
in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now
or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to
the Guaranteed Obligations. Each Guarantor agrees that it will not demand, sue for or otherwise
attempt to collect any such Indebtedness of Borrower to such Guarantor until the Obligations shall
have been indefeasibly paid in full in cash. If, notwithstanding the foregoing sentence, any
Guarantor shall prior to the indefeasible payment in full in cash of the Guaranteed Obligations
collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be
collected, enforced and received by such Guarantor as trustee for the Secured Parties and be paid
over to Administrative Agent on account of the Guaranteed Obligations without affecting in any
manner the liability of such Guarantor under the other provisions of the guaranty contained herein.



     SECTION 7.05 Remedies. The Guarantors jointly and severally agree that, as between
the Guarantors and the Lenders, the obligations of Borrower under this Agreement and the Notes, if
any, may be declared to be forthwith due and payable as provided in Article XI (and shall
be deemed to have become automatically due and payable in the circumstances provided in said
Article XI) for purposes of Section 7.01, notwithstanding any stay, injunction or
other prohibition preventing such declaration (or such obligations from becoming automatically due
and payable) as against Borrower and that, in the event of such declaration (or such obligations
being deemed to have become automatically due and payable), such obligations (whether or not due
and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of
Section 7.01.



     SECTION 7.06 Instrument for the Payment of Money. Each Guarantor hereby acknowledges
that the guarantee in this Article VII and under Article VII of the Original Credit
Agreement and the Prior Credit Agreement constitutes an instrument for the payment of money, and
consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such
Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action
under New York CPLR Section 3213.



     SECTION 7.07 Continuing Guarantee. The guarantee in this Article VII and
under Article VII of the Original Credit Agreement and the Prior Credit Agreement is a
continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.



     SECTION 7.08 General Limitation on Guarantee Obligations. In any action or proceeding
involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors generally, if the obligations of any
Guarantor under Section 7.01 and under Section 7.01 of the Original Credit



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Agreement and the Prior Credit Agreement would otherwise be held or determined to be void,
voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on
account of the amount of its liability under Section 7.01 and under Section 7.01 of
the Original Credit Agreement and the Prior Credit Agreement, then, notwithstanding any other
provision to the contrary, the amount of such liability shall, without any further action by such
Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest
amount that is valid and enforceable and not subordinated to the claims of other creditors as
determined in such action or proceeding.




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ARTICLE VIII.




EVENTS OF DEFAULT




     In case of the happening of any of the following events (“Events of Default”):




     (a) default shall be made in the payment of any principal of any Loan or the
reimbursement with respect to any LC Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or by
acceleration thereof or otherwise;




     (b) default shall be made in the payment of any interest on any Loan or any Fee or any
other amount (other than an amount referred to in (a) above) due under any Loan Document,
when and as the same shall become due and payable, and such default shall continue
unremedied for a period of three Business Days;




     (c) any representation or warranty made or deemed made in or in connection with any
Loan Document or the borrowings or issuances of Letters of Credit hereunder, or any
representation, warranty, statement or information contained in any report, certificate,
financial statement or other instrument furnished in connection with or pursuant to any Loan
Document, shall prove to have been false or misleading in any material respect when so made,
deemed made or furnished; it being recognized by Lenders, however, that projections as to
future events are not to be viewed as facts and that the actual results during the period or
periods covered by said projections may differ from the projected results;




     (d) default shall be made in the due observance or performance by any Company of any
covenant, condition or agreement contained in Section 5.02, 5.03,
5.08, 5.16 or in Article VI;




     (e) default shall be made in the due observance or performance by any Company of any
covenant, condition or agreement contained in Section 5.01 or 5.15 and such
default shall continue unremedied or shall not be waived for a period of 5 days;




     (f) default shall be made in the due observance or performance by any Company of any
covenant, condition or agreement contained in any Loan Document (other than those specified
in paragraphs (a), (b), (d) or (e) above) and such default shall continue unremedied or
shall not be waived for a period of 20 days after written notice thereof from the
Administrative Agent or any Lender to Borrower;




     (g) any Company shall (i) fail to pay any principal or interest, regardless of amount,
due in respect of any Indebtedness (other than the Obligations), when and as the same shall
become due and payable, or (ii) fail to observe or perform any other term, covenant,
condition or agreement contained in any agreement or instrument evidencing or governing any
such Indebtedness if the effect of any failure referred to in clauses (i) and
(ii) is to cause, or to permit the holder or holders of such Indebtedness or a
trustee on its or their behalf (with or without the giving of notice, the lapse of time or
both) to cause, such Indebtedness to become due prior to its stated maturity;
provided, that it shall not



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constitute an Event of Default pursuant to this
paragraph (f) unless the aggregate amount of all such Indebtedness referred to in
clauses (i) and (ii) exceeds $100,000 at any one time;




     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (i) relief in respect of any Domestic or
Canadian Company (other than any Domestic or Canadian Company which is an Inactive Company
and with respect to which the book value of its tangible assets does not exceed the Dollar
Equivalent of $3.0 million) or any Foreign Company with respect to which the book value of
its tangible assets exceeds the Dollar Equivalent of $3.0 million, or of a substantial part
of the Property or assets of any Company, under Title 11 of the United States Code, as now
constituted or hereafter amended, BIA, CCAA or any other federal, state or foreign
bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any such Company or
for a substantial part of the Property or assets of any such Company; or (iii) the
winding-up or liquidation of any such Company; and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving or ordering
any of the foregoing shall be entered;




     (i) any Domestic or Canadian Company or any Foreign Company with respect to which the
book value of its tangible assets exceeds the Dollar Equivalent of $3.0 million shall (i)
voluntarily commence any proceeding or file any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other federal, state
or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any proceeding or the
filing of any petition described in (g) above; (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for any
such Company or for a substantial part of the Property or assets of any such Company; (iv)
file an answer admitting the material allegations of a petition filed against it in any such
proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable
(after taking into account all rights of contribution), admit in writing its inability or
fail generally to pay its debts as they become due; (vii) take any action for the purpose of
effecting any of the foregoing; or (viii) wind up or liquidate;




     (j) one or more judgments for the payment of money in an aggregate amount in excess of
$1.0 million shall be rendered against any Company or any combination thereof and the same
shall remain undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment creditor to
levy upon assets or properties of any Company to enforce any such judgment;




     (k) an ERISA Event or noncompliance with respect to Foreign Plans shall have occurred
that, in the reasonable opinion of the Required Lenders, when taken together with all other
such ERISA Events and noncompliance with respect to Foreign Plans that have occurred, could
reasonably be expected to result in liability of any Domestic or Canadian Company and its
ERISA Affiliates in an aggregate amount exceeding $500,000 or the imposition of a Lien on
any assets of a Company;



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     (l) any security interest and Lien purported to be created by any Security Document
shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for
the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be
created and granted under such Security Documents (including a perfected first priority
security interest in and Lien on, all of the Collateral thereunder (except as otherwise
expressly provided in such Security Document)) in favor of the Collateral Agent, or shall be
asserted by Borrower or any other Loan Party not to be, a valid, perfected, first priority
(except as otherwise expressly provided in this Agreement or such Security Document)
security interest in or Lien on the Collateral covered thereby;




     (m) the Guarantees shall cease to be in full force and effect, unless in connection
with the sale, merger or dissolution of a Guarantor to the extent permitted under
Section 6.05 hereof;




     (n) any Loan Document or any material provisions thereof shall at any time and for any
reason be declared by a court of competent jurisdiction to be null and void, or a proceeding
shall be commenced by any Loan Party or any other Person, or by any Governmental Authority,
seeking to establish the invalidity or unenforceability thereof (exclusive of questions of
interpretation of any provision thereof), or any Loan Party shall repudiate or deny that it
has any liability or obligation for the payment of principal or interest or other
obligations purported to be created under any Loan Document;




     (o) there shall have occurred a Change in Control;




     (p) any Loan Party shall be prohibited or otherwise restrained from conducting the
business theretofore conducted by it in any manner that has or could reasonably be expected
to result in a Material Adverse Effect by virtue of any determination, ruling, decision,
decree or order of any court or Governmental Authority of competent jurisdiction; or




     (q) the indictment by any Governmental Authority of any Loan Party as to which any Loan
Party or Administrative Agent receives notice as to which there is a reasonable possibility
of an adverse determination, in the good faith determination of Administrative Agent, under
any criminal statute, or commencement of criminal or civil proceedings against any Loan
Party pursuant to which statute or proceedings the penalties or remedies sought or available
include forfeiture of (i) any of the Collateral having a value in excess of $1.0 million or
(ii) any other Property of any Loan Party which is necessary or material to the conduct of
its business;


then, and in every such event (other than an event with respect to Holdings or Borrower described
in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event,
the Administrative Agent or the Collateral Agent may, and at the request of the Required Lenders
shall, by notice to Borrower, take either or both of the following actions, at the same or
different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of Borrower accrued hereunder and under any other Loan




132









 







Document, shall become forthwith due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors,
anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any
event with respect to Holdings or Borrower described in paragraph (g) or (h) above, the Commitments
shall automatically terminate and the principal of the Loans then outstanding, together with
accrued interest thereon and any unpaid accrued Fees and all other liabilities of Borrower accrued
hereunder and under any other Loan Document, shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly
waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to
the contrary notwithstanding.




ARTICLE IX.




COLLATERAL MATTERS; CASH COLLATERAL ACCOUNTS; APPLICATION OF COLLATERAL PROCEEDS




     SECTION 9.01 Accounts and Account Collections.




     (a) Borrower and each Borrowing Base Guarantor shall notify Collateral Agent promptly of: (i)
any material delay in the performance by Borrower or any Borrowing Base Guarantor of any of their
material obligations to any Account Debtor or the assertion of any material claims, offsets,
defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or
any settlement, adjustment or compromise thereof, (ii) all material adverse information known to
any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or
circumstance which, to any Loan Party’s knowledge, would result in any Account no longer
constituting an Eligible Account. Borrower and each Borrowing Base Guarantor hereby agree not to
grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any
agreement for any of the foregoing, without Collateral Agent’s consent, except in the ordinary
course of business in accordance with practices and policies previously disclosed in writing to
Collateral Agent. So long as no Event of Default exists or has occurred and is continuing,
Borrower and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset,
counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or
has occurred and is continuing, Collateral Agent shall, at its option, have the exclusive right to
settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any
Loan Party or grant any credits, discounts or allowances.



     (b) With respect to each Account: (i) the amounts shown on any invoice delivered to
Collateral Agent or schedule thereof delivered to Collateral Agent shall be true and complete in
all material respects, (ii) no payments shall be made thereon except payments immediately delivered
to Collateral Agent pursuant to the terms of this Agreement or any applicable Security Document (to
the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses,
counterclaims or disputes existing or asserted with respect thereto except as reported to
Collateral Agent and promptly reflected in the reporting of the Borrowing Base, in accordance with
the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any
applicable laws or regulations, all documentation relating thereto will be legally sufficient under
such laws and regulations and all such documentation will be legally enforceable in accordance with
its terms.



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     (c) Collateral Agent shall have the right at any time or times, in Collateral Agent’s name or
in the name of a nominee of Collateral Agent, to verify the validity, amount or any other matter
relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or
otherwise. To facilitate the exercise of the right described in the immediately preceding
sentence, Borrower hereby agrees to provide Collateral Agent upon request the name and address of
each Account Debtor of Borrower or any Borrowing Base Guarantor.



     (d) Borrower shall establish and maintain, at its sole expense, and shall cause each Guarantor
to establish and maintain, at its sole expense blocked accounts or lockboxes and related deposit
accounts (collectively, the “Blocked Accounts”), as Collateral Agent may specify, with such banks
as are acceptable to Collateral Agent into which Borrower and Guarantors shall promptly deposit and
direct their respective Account Debtors to directly remit all payments on Accounts and all payments
constituting proceeds of Inventory or other Collateral (other than proceeds of a Casualty Event or
Asset Sales that do not require a permanent repayment under Loan Documents) in the identical form
in which such payments are made, whether by cash, check or other manner and shall be identified and
segregated from all other funds of the Loan Parties. Borrower and Guarantors shall deliver, or
cause to be delivered, to Collateral Agent a Deposit Account Control Agreement duly authorized,
executed and delivered by each bank where a Blocked Account for the benefit of Borrower or any
Guarantor is maintained, and by each bank where any other deposit account is from time to time
maintained. Borrower shall further execute and deliver, and shall cause each Guarantor to execute
and deliver, such agreements and documents as Collateral Agent may require in connection with such
Blocked Accounts and such Deposit Account Control Agreements. Except as permitted by Section
9.01(e)(iii), Borrower and Guarantors shall not establish any deposit accounts after the
Original Closing Date, unless Borrower or Guarantor (as applicable) have complied in full with the
provisions of this Section 9.01 with respect to such deposit accounts. Borrower agrees
that all payments made to such Blocked Accounts or other funds received and collected by Collateral
Agent or any Lender, whether in respect of the Accounts, as proceeds of Inventory or other
Collateral or otherwise shall be treated as payments to Collateral Agent and Lenders in respect of
the Obligations and therefore shall constitute the property of Collateral Agent and Lenders to the
extent of the then outstanding Obligations.



     (e) The Borrower and each Guarantor shall maintain a cash management system which is
acceptable to the Administrative Agent (the “Cash Management System”). The Cash Management System
shall contain, among other things, the following:



          (i) With respect to the Blocked Accounts of Borrower and each Guarantor, the applicable bank
maintaining such Blocked Accounts shall agree, from and after the receipt of a notice (on
“Activation Notice”) from the Collateral Agent (which Activation Notice (notwithstanding anything
to the contrary in any agreement with such applicable bank) may be given, and at the request of the
Required Lenders, shall be given, by Collateral Agent at any time following the occurrence and
during the continuance of an Event of Default or at any time after daily Excess Availability for
ten or more days (whether consecutive or non-consecutive) during any fiscal quarter is less than
$50.0 million (and until such time as average daily Excess Availability is in excess of $50.0
million for a period of three (3) consecutive months following such fiscal quarter)), to forward
daily all amounts in each Blocked Account to one Blocked Account designated as concentration
account in the name of Borrower (the “Concentration




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Account”) at the bank that shall be designated
as the Concentration Account bank for Borrower (the “Concentration Account Bank”), which, on the
Original Closing Date, shall be account #4005296793 maintained by PNC Bank, National Association.
The Concentration Account Bank shall agree, pursuant to the applicable Deposit Account Control
Agreement, to forward daily all amounts in the Concentration Account to the account designated as
collection account (the “Collection Account”) which shall be under the exclusive dominion and
control of the Collateral Agent;




          (ii) [Intentionally Omitted.];




          (iii) Borrower may maintain, in its name, an account or accounts at a bank reasonably
acceptable to Administrative Agent, into which Administrative Agent shall, from time to time,
deposit proceeds of Revolving Loans and Swingline Loans made to Borrower hereunder and which bank
shall agree, pursuant to Deposit Account Control Agreement relative to such disbursement account,
from and after the receipt of a notice from the Collateral Agent (which notice may be given by
Collateral Agent at any time an Event of Default occurs and is continuing) to forward all amounts
in each Blocked Account to the applicable Collection Account. Any provision of this Section
9.01 to the contrary notwithstanding, (A) Loan Parties may maintain payroll accounts and trust
accounts that are not a part of the Cash Management Systems provided that no Loan Party
shall accumulate or maintain cash in such accounts and the disbursement account(s) described in the
preceding sentence as of any date of determination in excess of checks outstanding against such
accounts as of that date and amounts necessary to meet minimum balance requirements and (B) Loan
Parties may maintain local cash accounts that are not a part of the Cash Management Systems which
individually do not at any time contain funds in excess of $100,000 and, together with all other
such local cash accounts, do not exceed $1.0 million.




     (f) The Administrative Agent shall apply all funds received in the Collection Account on a
daily basis to the repayment (by transferring same to the account of or pursuant to direction of
Administrative Agent) of (i) first, Fees and reimbursable expenses of the Administrative
Agent and the Collateral Agent then due and payable; (ii) second, to interest then due and
payable on all Loans, (iii) third, Overadvances, (iv) fourth, the Swingline Loans,
(v) fifth, ABR Revolving Loans, (vi) sixth, Eurodollar Revolving Loans, together
with all accrued and unpaid interest thereon (excluding Eurodollar Revolving Loans (A) with respect
to which the application of such payment would result in the payment of the principal prior to the
last day of the relevant Interest Period and (B) which Borrower elects to continue pursuant to
Section 2.08(b)), and (vii) last, other amounts which are due, in each case without
a reduction in the Commitments; all further funds received in any of the Collection Account shall,
unless an Event of Default has occurred and is continuing, be transferred or applied by the
Collateral Agent in accordance with the directions of Borrower or the respective other Loan Party.
If an Event of Default has occurred and is continuing, the Administrative Agent shall not transfer
or apply any such funds from the Collection Account in accordance with such directions unless the
Administrative Agent determine to release such funds to Borrower. Absent any such determination by
the Administrative Agent, all such funds in the Collection Account shall be transferred to the Cash
Collateral Account to be applied to the Eurodollar Revolving Loans on the last day of the relevant
Interest Period of such Eurodollar Revolving Loan or to the Obligations as they come due (whether
at stated maturity, by acceleration or otherwise). If consented to by the



135









 




Administrative Agent,
the Collateral Agent and the Required Lenders, such funds in the Cash Collateral Account may be
released to Borrower.




     (g) Borrower and its directors, employees, agents and other Affiliates and Borrowing Base
Guarantors shall, acting as trustee for Collateral Agent, receive, as the property of Collateral
Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of
Accounts, Inventory or other Collateral which come into their possession or under their control and
immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked
Accounts, or remit the same or cause the same to be remitted, in kind, to Collateral Agent. In no
event shall the same be commingled with Borrower’s own funds. Borrower agrees to reimburse
Collateral Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is
established or any other bank or Person involved in the transfer of funds to or from the Blocked
Accounts arising out of Collateral Agent’s payments to or indemnification of such bank or Person.



     SECTION 9.02 Inventory; Field Audits and Appraisals. With respect to the Inventory:
(a) Borrower and Borrowing Base Guarantors shall at all times maintain records of Inventory
reasonably satisfactory to Collateral Agent, keeping correct and accurate records itemizing and
describing the kind, type, quality and quantity of Inventory, the cost therefor and daily
withdrawals therefrom and additions thereto; (b) any of the Administrative Agent’s and Collateral
Agent’s officers, employees or agents shall have the right, at any time or times, in the name of
the Administrative Agent or Collateral Agent, as applicable, any designee of the Administrative
Agent, Collateral Agent or Borrower, to verify the validity, amount or any other matter relating to
Accounts or Inventory by mail, telephone, electronic communication, personal inspection or
otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties,
and Borrower shall cooperate fully with the Administrative Agent and Collateral Agent in an effort
to facilitate and promptly conclude any such verification process; (c) the Loan Parties shall
cooperate fully with the Collateral Agent and its agents during all Collateral field audits and
Inventory Appraisals which shall be at the expense of Borrower and which shall be conducted no more
frequently than twice per year in the case of Collateral field audits and once per year in the case
of Inventory Appraisals, or, following the occurrence and during the continuation of an Event of
Default, more frequently at Collateral Agent’s request; (d) neither Borrower nor any Borrowing Base
Guarantor shall sell Inventory to any customer on approval, or any other basis which entitles the
customer to return (except for the right of customers for Inventory which is defective or
non-conforming) or may obligate any Loan Party to repurchase such Inventory; and (e) Borrower
Borrowing Base Guarantor shall keep the Inventory in good and marketable condition.



     SECTION 9.03 Equipment, Real Property and Appraisals.




     With respect to the Equipment and owned Real Property: (a) upon the Collateral Agent’s
request, Borrower shall, at its expense, no more than one (1) time in any twelve (12) month period
commencing with the Original Closing Date, but at any time or times as the Collateral Agent may
request following the occurrence and during the continuance of an Event of Default, deliver or
cause to be delivered to the Collateral Agent written appraisals as to the Equipment and/or the
owned Real Property by an independent appraiser designated by the Collateral Agent and reasonably
acceptable to Borrower, (b) Borrower and each Borrowing Base Guarantor shall



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notify Collateral
Agent promptly of any event or circumstance which, to any Loan Party’s knowledge, would result in
any Equipment no longer constituting an Eligible Equipment and (c) Borrower and each Borrowing Base
Guarantor shall notify Collateral Agent promptly of any event or circumstance which, to any Loan
Party’s knowledge, would result in any Real Property no longer constituting an Eligible Real
Property.




     SECTION 9.04 Cash Collateral Account.



     (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 222
North LaSalle Street, 16th Floor, Chicago, Illinois 60601, in the name of the Collateral Agent and
pursuant to a dominion and control Agreement, one or more restricted deposit account designated as
a “Cash Collateral Account” bearing the name of the owners of the funds contained therein (e.g.,
General Cable Industries Inc. – Cash Collateral Account). Each Loan Party shall deposit into its
respective Cash Collateral Account from time to time the cash collateral required to be deposited
under Section 2.18(j) or Section 9.01(f) hereof.



     (b) The balance from time to time in such Cash Collateral Accounts shall constitute part of
the Collateral and shall not constitute payment of the Obligations until applied as hereinafter
provided. Notwithstanding any other provision hereof to the contrary, all amounts held in the Cash
Collateral Accounts shall constitute collateral security (i) first for the liabilities in respect
of Letters of Credit outstanding from time to time and second for the other Obligations hereunder
until such time as all Letters of Credit shall have been terminated and all of the liabilities in
respect of Letters of Credit have been paid in full, and (ii) if held in Cash Collateral Account
pursuant to Section 9.01(f), then for the Obligations as provided therein.



     SECTION 9.05 Application of Proceeds. The proceeds received by the Collateral Agent
in respect of any sale of, collection from or other realization upon all or any part of the
Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied,
together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly
by the Collateral Agent as follows (with, in the case of proceeds from a Borrowing Base Guarantor,
a corresponding reduction in the Borrowing Base Guarantor Intercompany Loan Account):




     (a) First, to the payment of all reasonable costs and expenses, fees, commissions and
taxes of such sale, collection or other realization including, without limitation,
compensation to the Collateral Agent and its agents and counsel, and all expenses,
liabilities and advances made or incurred by the Collateral Agent in connection therewith,
together with interest on each such amount at the highest rate then in effect under this
Agreement from and after the date such amount is due, owing or unpaid until paid in full;




     (b) Second, to the payment of all other reasonable costs and expenses of such sale,
collection or other realization including, without limitation, costs and expenses and all
costs, liabilities and advances made or incurred by the other Secured Parties in connection
therewith, together with interest on each such amount at the highest rate then in effect
under this Agreement from and after the date such amount is due, owing or unpaid until paid
in full;



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     (c) Third, without duplication of amounts applied pursuant to paragraphs (a)
and (b) above, to the indefeasible payment in full in cash, of each Lender’s Default
Allocation Percentage of interest, principal and other amounts constituting Obligations,
equally and ratably in accordance with each Lender’s Default Allocation Percentage of such
amounts; and




     (d) Fourth, the balance, if any, to the Person lawfully entitled thereto (including the
applicable Loan Party or its successors or assigns).



     In the event that any such proceeds are insufficient to pay in full the items described in
clauses (a) through (c) of this Section 9.02, the Loan Parties shall remain
liable for any deficiency.



ARTICLE X.




THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT




     SECTION
10.01 Appointment. (a) Each Lender hereby irrevocably designates and
appoints Merrill as the Administrative Agent under this Agreement and the other Loan Documents, and
each Lender irrevocably authorizes Merrill, in its capacity as the Administrative Agent, to take
such actions on its behalf under the provisions of this Agreement and the other Loan Documents and
to exercise such powers as are expressly delegated to the Administrative Agent by the terms of this
Agreement and the other Loan Documents, together with such actions and powers as are reasonably
incidental thereto.



     (b) Each Secured Party hereby irrevocably designates and appoints Merrill as the Collateral
Agent under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes
Merrill its capacity as the Collateral Agent, to take such actions on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such powers as are
expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan
Documents, together with such actions and powers as are reasonably incidental thereto. Except as
otherwise provided herein, Collateral Agent shall hold all Collateral and all payments of
principal, interest, fees, charges and expenses received pursuant to this Agreement or any of the
Loan Documents for the benefit of Secured Parties and shall enforce the rights in the Collateral on
behalf of the Secured Parties. Without limiting any of the foregoing, for the purposes of holding
any security granted by any Loan Party pursuant to the laws of the Province of Quebec, the
Collateral Agent shall be the holder of an irrevocable power of attorney (fondè de pouvoir) (within
the meaning of the Civil Code of Quebec) for all present and future Secured Parties and in
particular for all present and future holders of the bond(s) issued by any Loan Party in favor of
the Collateral Agent (the “Bond”). Each of the Secured Parties hereby confirms and ratifies the
appointment of the Collateral Agent pursuant to the Prior Credit Agreement to act as the Person
holding an irrevocable power of attorney (fondè de pouvoir) pursuant to article 2692 of the Civil
Code of Quebec in order to hold security granted by a Loan Party in the Province of Quebec to
secure a Bond. By executing an Assignment and Acceptance, each future Secured Party shall be
deemed to ratify the constitution of the Collateral Agent as the holder of the irrevocable power of
attorney (fondè de pouvoir) granted herein. Each party hereto agrees that, notwithstanding Section
32 of an Act respecting the Special Powers of



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Legal Persons (Quebec), Collateral Agent may, as the
Person holding the power of attorney of the Secured Parties, acquire and/or be holder of the Bond.




     (c) Each Secured Party authorizes and directs the Collateral Agent to enter into the Security
Documents and other Loan Documents for the benefit of Secured Parties. The Collateral Agent is
hereby authorized on behalf of all Secured Parties, without the necessity of any notice to or
further consent from any Secured Party to take any action with respect to any Collateral or the
Security Documents or the other Loan Documents which may be necessary to perfect and maintain
perfected the security interest in and liens upon the Collateral granted pursuant to the Security
Documents and the other Loan Documents. Each Secured Party agrees that it shall have recourse
under or by virtue of the Security Documents to the Collateral only through the Collateral Agent,
that it shall have no independent recourse to the Liens created by the Security Documents and that
it shall refrain from exercising any rights or remedies under the Security Documents which have or
may have arisen or which may arise as a result of an Event of Default or an acceleration of the
maturities of the Obligations, except that, any Secured Party (i) may give directions to the
Collateral Agent as one of the Required Lenders, and (ii) may, to the extent permitted by law or
under any Loan Document, set off any amount of any balances held by it for the account of any
Company or any other property held or owing by it to or for the credit or for the account of any
Company provided, however, that to the extent the amount so set off is to be
applied to any of the Obligations held by such Secured Party, such amount shall be delivered by
such Secured Party to the Collateral Agent for application pursuant to this Agreement.



     (d) Notwithstanding paragraph (c) above, each Lender shall have the right, with prior notice
to Administrative Agent and the Collateral Agent, but without the approval or consent of
Administrative Agent, the Collateral Agent or the other Lenders, with respect to any Specified
Hedging Agreement of such Lender, (i) to declare an event of default, termination event or other
similar event thereunder and to create an early termination date, (ii) to determine net termination
amounts in accordance with the terms of such Specified Hedging Agreement and to set-off amounts
between Specified Hedging Agreement, and (iii) in the absence of acceleration of all the
Obligations under Article VIII, to prosecute any legal action against the applicable
Company to enforce net amounts owing to such Lender under the Specified Hedging Agreement.



     (e) The Administrative Agent and the Collateral Agent may perform any of their duties
hereunder by or through its agents or employees and each may, from time to time, agree to
reallocate or temporarily assign its rights and responsibilities hereunder to the other.



     SECTION 10.02 Administrative Agent and Collateral Agent in Their Individual Capacity.
The Person serving as the Administrative Agent and Collateral Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may exercise the same as
though it were not the Administrative Agent and Collateral Agent, as applicable, and such Person
and its Affiliates may accept deposits from, lend money to and generally engage in any kind of
business with Borrower or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent hereunder or Collateral Agent, as applicable.



     SECTION 10.03 Exculpatory Provisions. Neither the Administrative Agent nor the
Collateral Agent shall have any duties or obligations except those expressly set forth in the Loan



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Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent and the
Collateral Agent, shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing (except for the Collateral Agent in its capacity
as trustee for the Secured Parties in respect of the Collateral which is the subject of Security
Documents governed by English law), (b) the Administrative Agent the Collateral Agent shall not
have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents that the
Administrative Agent or the Collateral Agent, as applicable, is required to exercise in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 11.02), and (c) except as expressly set forth in
the Loan Documents, the Administrative Agent and the Collateral Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to Borrower
or any of its Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or Collateral Agent , as applicable, or any of its respective Affiliates in
any capacity. The Administrative Agent and Collateral Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as expressly
provided in this Agreement) or in the absence of its own gross negligence or willful misconduct.
The Administrative Agent and Collateral Agent shall not be deemed to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent and Collateral Agent
by Borrower or a Lender, and the Administrative Agent and Collateral Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any certificate, report or
other document delivered thereunder or in connection therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth in any Loan Document,
(iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent or Collateral Agent, as applicable.




     SECTION 10.04 Reliance by the Administrative Agent and the Collateral Agent. The
Administrative Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing believed by it to be genuine and to have been signed or sent by the
proper Person. The Administrative Agent and the Collateral Agent also may rely upon any statement
made to it orally or by telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent or the Collateral Agent may
consult with legal counsel (who may be counsel for Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.



     SECTION 10.05 Delegation of Duties. The Administrative Agent and Collateral Agent may
perform any and all its duties and exercise its rights and powers by or through any one or more
sub-agents appointed by the Administrative Agent or Collateral Agent, as applicable. The
Administrative Agent and Collateral Agent and any such respective sub-agent may perform any



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and all
its duties and exercise its rights and powers through their respective Affiliates. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to the Affiliates of
each Administrative Agent and Collateral Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities of Administrative Agent and Collateral Agent.




     SECTION 10.06 Successor Administrative Agent and/or Collateral Agent. The
Administrative Agent and/or Collateral Agent may resign as such at any time upon at least 20 days’
prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the
Required Lenders shall have the right, in consultation with Borrower, to appoint a successor from
among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative Agent and/or
Collateral Agent, as applicable, gives notice of its resignation, then the retiring Administrative
Agent and/or Collateral Agent, as applicable may, on behalf of the Lenders and the Issuing Bank,
appoint a successor Administrative Agent and/or Collateral Agent, as applicable, which successor
shall be a commercial banking institution organized under the laws of the United States (or any
state thereof) or a United States branch or agency of a commercial banking institution, and having
combined capital and surplus of at least $250.0 million; provided, however, that if
such retiring Administrative Agent and/or Collateral Agent, as applicable is unable to find a
commercial banking institution which is willing to accept such appointment and which meets the
qualifications set forth above, the retiring Administrative Agent’s and/or Collateral Agent’s
resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform
all of the duties of the Administrative Agent and/or Collateral Agent, as applicable hereunder
until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or
Collateral Agent, as applicable.



     Upon the acceptance of its appointment as Administrative Agent and/or Collateral Agent, as
applicable, hereunder by a successor, such successor shall succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Administrative Agent and/or Collateral
Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent, as applicable,
shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a
successor Administrative Agent and/or Collateral Agent, as applicable, shall be the same as those
payable to its predecessor unless otherwise agreed between Borrower and such successor. After the
Administrative Agent’s and/or Collateral Agent’s resignation hereunder, the provisions of this
Article X and Section 11.03 shall continue in effect for the benefit of such
retiring Administrative Agent and/or Collateral Agent, as applicable, its respective sub-agents and
their respective Affiliates in respect of any actions taken or omitted to be taken by any of them
while it was acting as Administrative Agent and/or Collateral Agent, as applicable.



     SECTION 10.07 Non-Reliance on the Administrative Agent, the Collateral Agent or Other
Lenders. Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent, the Collateral Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent, the Collateral Agent or any other Lender and based on such documents
and information as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this



141









 




Agreement, any other Loan Document or
related agreement or any document furnished hereunder or thereunder.




     SECTION 10.08 No Other Administrative Agent or Collateral Agent. The Lenders
identified in this Agreement, the Syndication Agent and the Documentation Agent shall not have any
right, power, obligation, liability, responsibility or duty under this Agreement other than those
applicable to all Lenders. Without limiting the foregoing, neither the Syndication Agent nor the
Documentation Agent shall have or be deemed to have a fiduciary relationship with any Lender. Each
Lender hereby makes the same acknowledgments with respect to the Syndication Agent and the
Documentation Agent as it makes with respect to the Administrative Agent or Collateral Agent or any
other Lender in this Article X. Notwithstanding the foregoing, the parties hereto
acknowledge that the Documentation Agent and the Syndication Agent hold such titles in name only,
and that such titles confer no additional rights or obligations relative to those conferred on any
Lender hereunder.



     SECTION 10.09 Indemnification. The Lenders severally agree to indemnify each Agent in
its capacity as such (to the extent not reimbursed by the Borrower or the Guarantors and without
limiting the obligation of the Borrower or the Guarantors to do so), ratably according to their
respective outstanding Loans and Commitments in effect on the date on which indemnification is
sought under this Section 10.09 (or, if indemnification is sought after the date upon which
all Commitments shall have terminated and the Loans shall have been paid in full, ratably in
accordance with such outstanding Loans and Commitments as in effect immediately prior to such
date), from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or asserted against
such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the
other Loan Documents or any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or
in connection with any of the foregoing; provided, that no Lender shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence
or willful misconduct. The agreements in this Section 10.09 shall survive the payment of
the Loans and all other amounts payable hereunder.



     SECTION 10.10 Overadvances. The Administrative Agent shall not make (and shall
prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or
provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual
knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the
aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent
of all Lenders, except, that, the Administrative Agent (after consultation with and consent of the
Collateral Agent) may make (or cause to be made) such additional Revolving Loans or Swingline Loans
or provide such additional Letters of Credit on behalf of Lenders, intentionally and with actual
knowledge that such Loans or Letters of Credit will cause (a) the total outstanding Revolving
Exposure to exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in
each case as the Administrative Agent may deem necessary or advisable in its discretion (each an
“Overadvance” and collectively the “Overadvances”),



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provided, that: (i) the total principal
amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause
to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or
exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any
time less the then outstanding amount of any Special Agent Advances and shall not cause the
Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata
Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii)
without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty
(60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make
any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which
any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover
such funds, on demand from Borrower together with interest thereon for each day from the date such
payment was due until the date such amount is paid to the Administrative Agent at the interest rate
provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative
Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the
Administrative Agent is acting in accordance with the terms of this Section 10.10. All
Overadvances shall be secured by Collateral.




     SECTION 10.11 Special Agent Advances. Administrative Agent (after consultation with
and consent of the Collateral Agent) may, at its option, from time to time, at any time on or after
an Event of Default and for so long as the same is continuing or upon any other failure of a
condition precedent to the making of Loans hereunder, make such disbursements and advances
(“Special Agent Advances”) which the Administrative Agent, in its sole discretion after such
consultation with the Collateral Agent, deems necessary or desirable either (i) to preserve or
protect the Collateral or any portion thereof or (ii) to pay any other amount chargeable to
Borrower pursuant to the terms of this Agreement or any of the other Loan Documents consisting of
costs, fees and expenses and payments to any Issuing Bank (provided, that in no event shall
(i) Special Agent Advances for such purpose exceed the amount equal to $20.0 million in the
aggregate outstanding at any time less the then outstanding Overadvances under Section
10.10 hereof and (ii) Special Agent Advances plus the Revolving Exposure exceed the Lenders’
Commitment at the time of such Event of Default or cause any Lender’s Revolving Exposure to exceed
such Lender’s Revolving Loan Commitment at the time of such Event of Default). Special Agent
Advances shall be repayable on demand and be secured by the Collateral. Special Agent Advances
shall not constitute Loans but shall otherwise constitute Obligations hereunder. Administrative
Agent shall notify each Lender and Borrower in writing of each such Special Agent Advance, which
notice shall include a description of the purpose of such Special Agent Advance. Each Lender
agrees that it shall make available to Administrative Agent, upon Administrative Agent’s demand, in
immediately available funds, the amount equal to such Lender’s Pro Rata Percentage of each such
Special Agent Advance. If such funds are not made available to Administrative Agent by such
Lender, Administrative Agent shall be entitled to recover such funds, on demand from such Lender
together with interest thereon for each day from the date such payment was due until the date such
amount is paid to Administrative Agent at the Federal Funds Rate for each day during such period
(as published by the Federal Reserve Bank of New York or at Administrative Agent’s option based on
the arithmetic mean determined by Administrative Agent of the rates for the last transaction in
overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the
three leading brokers of Federal funds transactions in New York City selected by Administrative
Agent) and if such



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amounts are not paid within three (3) days of Administrative Agent’s demand, at
the highest interest rate provided for in Section 2.06(a).




     SECTION 10.12 Revolving Loan Advances; Payments and Settlements; Interest and Fee Payments. 




     (a) If the Administrative Agent elects to require that each Revolving Lender make funds
available to the Administrative Agent, prior to a disbursement by the Administrative Agent to
Borrower, the Administrative Agent shall advise each Revolving Lender by facsimile or, subject to
Section 11.01(c), e-mail of the amount of such Revolving Lender’s Pro Rata Percentage of
the Revolving Loan requested by Borrower no later than 1:00 p.m., New York City time, on the date
of funding of such Revolving Loan, and each such Revolving Lender shall pay the Administrative
Agent on such date such Revolving Lender’s Pro Rata Percentage of such requested Revolving Loan in
accordance with Section 2.03. Nothing in this Section 10.12 or elsewhere in this
Agreement or the other Loan Documents shall be deemed to require the Administrative Agent to
advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its
commitments hereunder or to prejudice any rights that the Administrative Agent or Borrower may have
against any Lender as a result of any default by such Lender hereunder.



     (b) On a Business Day of each week as selected from time to time by the Administrative Agent,
or more frequently (including daily), if the Administrative Agent so elects (each such day being a
“Settlement Date”), the Administrative Agent will advise each Revolving Lender by facsimile or,
subject to Section 11.01(c), e-mail of the amount of each such Revolving Lender’s Pro Rata
Percentage of the Revolving Loan balance as of the close of business of the Business Day
immediately preceding the Settlement Date. In the event that payments are necessary to adjust the
amount of such Revolving Lender’s actual Pro Rata Percentage of the Revolving Loan balance to such
Lender’s required Pro Rata Percentage of the Revolving Loan balance as of any Settlement Date, the
party from which such payment is due shall pay the Administrative Agent, without setoff or
discount, to the Payment Account not later than 1:00 p.m., New York City time, on the Business Day
following the Settlement Date the full amount necessary to make such adjustment. Any obligation
arising pursuant to the immediately preceding sentence shall be absolute and unconditional and
shall not be affected by any circumstance whatsoever. In the event settlement shall not have
occurred by the date and time specified in the second preceding sentence, interest shall accrue on
the unsettled amount at the Federal Funds Rate, for the first three (3) days following the
scheduled date of settlement, and thereafter at the Alternate Base Rate plus the Applicable Margin
applicable to ABR Borrowings.



     (c) On each Settlement Date, the Administrative Agent shall advise each Revolving Lender by
facsimile or, subject to Section 11.01(c), e-mail of the amount of such Revolving Lender’s
Pro Rata Percentage of principal, interest and fees paid for the benefit of Revolving Lenders with
respect to each applicable Revolving Loan, to the extent of such Revolving Lender’s credit exposure
with respect thereto, and shall make payment to such Revolving Lender not later than 1:00 p.m., New
York City time, on the Business Day following the Settlement Date of such amounts in accordance
with wire instructions delivered by such Revolving Lender to the Administrative Agent, as the same
may be modified from time to time by written notice to the Administrative Agent.



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     (d) The provisions of this Section 10.12 shall be deemed to be binding upon
Administrative Agent and Lenders notwithstanding the occurrence of any Default or Event of Default,
or any insolvency or bankruptcy proceeding pertaining to Borrower or any other Loan Party.



ARTICLE XI.




MISCELLANEOUS




     SECTION 11.01 Notices. Notices and other communications provided for herein shall be
in writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy (or, to the extent provided below, by electronic
communication), as follows:



     (a) if to any Loan Party, to Borrower at:


General Cable Corporation

4 Tesseneer Drive

Highland Heights, , KY 41076

Attention: Chief Financial Officer

Telecopy No.: (859) 572-8440

E-mail address:


with a copy to:


Blank Rome LLP

One Logan Square

Philadelphia, PA 19103

Attention: Matthew Siembieda, Esq.

                    Harvey I. Forman, Esq.

Telecopy No.: (215) 569-5555

E-mail address:



     (b) if to the Administrative Agent or the Collateral Agent, to it at:


Merrill Lynch Capital, a division of Merrill Lynch

Business Financial Services Inc.

222 North LaSalle Street,

16th Floor,

Chicago, Illinois 60601

Attention: Mark Gertzof

Telecopy No.: (312) 499-3127

E-mail address:



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with a copy to the Administrative Agent as set

forth in Section 11.01(b) above and, except

with respect to communications under Sections 5.01 and 5.15, to:


Latham & Watkins, LLP

233 S. Wacker Drive, Suite 5800

Chicago, IL 60606

Attention: James W. Doran

Telecopy No.: (312) 993-9767

E-mail address:



     (c) if to a Lender, to it at its address (or telecopy number) set forth on the applicable
Lender Addendum or in the Assignment and Acceptance pursuant to which such Lender shall have become
a party hereto.


All notices and other communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or
overnight courier service or sent by telecopy or by certified or registered mail, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this Section
11.01 or in accordance with the latest unrevoked direction from such party given in accordance
with this Section 11.01 and failure to deliver courtesy copies of notices and other
communications shall in no event affect the validity or effectiveness of such notices and other
communications.



Notices and other communications to the parties hereto may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to procedures approved
from time to time by the Administrative Agent, provided, that the foregoing shall not apply to
notices sent directly to any Lender if such Lender has notified the Administrative Agent that it is
incapable of receiving notices by electronic communication. The Administrative Agent or Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided, that approval of such
procedures may be limited to particular notices or communications. Unless the Administrative Agent
otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be
deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as
by the “return receipt requested” function, as available, return e-mail or other written
acknowledgment), and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor, provided, that if any such notice or other
communication is not sent or posted during normal business hours, such notice or communication
shall be deemed to have been sent at the opening of business on the next Business Day.




     SECTION 11.02 Waivers; Amendment; Releases of Collateral. (a) No failure or delay by
the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender in exercising any
right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any



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abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative
Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of any Loan Document or consent to any departure by any Loan
Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b)
of this Section 11.02, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any
Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.




     (b) Except as provided in Section 2.20 with respect to a Commitment Increase, neither
this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived,
amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements
in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan
Document, pursuant to an agreement or agreements in writing entered into by the Administrative
Agent or Collateral Agent, as applicable, and the Loan Party or Loan Parties that are parties
thereto, in each case with the written consent of the Required Lenders; provided, that no
such agreement shall (i) increase the Dollar amount of the Commitment of any Lender without the
written consent of such Lender or increase the commitments of all Lenders without the consent of
each Lender, (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce
the rate of interest thereon or amend Annex I or the definition of “Applicable Margin”
(other than to waive default interest under Section 2.06(c) to the extent a waiver of the
underlying default giving rise to such default interest does not require a vote of all Lenders), or
reduce or forgive any Fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the maturity of any Loan, or the required date of reimbursement of any LC
Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any
Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Maturity
Date, or postpone any prepayment or cash collateralization required under Section 2.10(b),
without the written consent of each Lender affected thereby, (iv) change Section 2.14(b),
(c) or Section 9.05 in a manner that would alter the pro rata
sharing of payments or set-offs required thereby, without the written consent of each Lender, (v)
change Section 2.02(a) or (f) or any other Section of this Agreement in a manner
that would alter the pro rata allocation among the Lenders of Loan or L/C
Disbursements without the written consent of each Lender, (vi) change the percentage set forth in
the definition of “Required Lenders”, “Supermajority Lenders” or any other provision of any Loan
Document (including this Section 11.02) specifying the number or percentage of Lenders (or
Lenders of any Class) required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of each Lender (or each
Lender of such Class, as the case may be), (vii) release Holdings or any Guarantor from its
Guarantee (except as expressly provided in Article VII), or limit its liability in respect
of such Guarantee, without the written consent of each Lender, (viii) release all or substantially
all of the Collateral from the Liens of the Security Documents (including pursuant to any Permitted
Fixed Asset Exchange or Permitted Asset Sale) or alter the relative priorities of the Obligations
entitled to the Liens of the



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Security Documents (except in connection with securing additional
Obligations equally and ratably with the other Obligations), in each case without the written
consent of each Lender, or (ix) change any provisions of any Loan Document in a manner that by its
terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class
differently than those holding Loans of any other Class, without the written consent of Lenders
holding a majority in interest of the outstanding Loans and unused Commitments of each affected
Class; provided, further, that (1) no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the
Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent,
the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, and (2) any
waiver, amendment or modification of this Agreement that by its terms affects the rights or duties
under this Agreement of the Revolving Lenders may be effected by an agreement or agreements in
writing entered into by Borrower and requisite percentage in interest of the affected Class of
Lenders that would be required to consent thereto under this Section 11.02(b) if such Class
of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing,
any provision of this Agreement may be amended by an agreement in writing entered into by Borrower,
the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected
thereby, the Issuing Bank and the Swingline Lender) if (x) by the terms of such agreement the
Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon
the effectiveness of such amendment and (y) at the time such amendment becomes effective, each
Lender not consenting thereto receives payment in full of the principal of and interest accrued on
each Loan made by it and all other amounts owing to it or accrued for its account under this
Agreement.




     (c) If, in connection with any proposed change, waiver, discharge or termination of the
provisions of this Agreement that requires unanimous approval of all Lenders as contemplated by
Section 11.02(b) (other than clause (iii) of such Section), the consent of the
Supermajority Lenders is obtained but the consent of one or more of such other Lenders whose
consent is required is not obtained, then Borrower shall have the right to replace all, but not
less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are
so replaced) with one or more Persons pursuant to Section 2.16 so long as at the time of
such replacement each such new Lender consents to the proposed change, waiver, discharge or
termination; provided, however, that Borrower shall not have the right to replace a
Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any
required consent by such Lender) pursuant to paragraph (iii) of Section 11.02(b);
provided, further, that concurrently with the effectiveness of its replacement,
each replaced Lender receives payment in full of the principal of and interest accrued on each Loan
made by it and all other amounts owing to it or accrued for its account under this Agreement as in
effect immediately prior to such replacement.



     (d) Notwithstanding any other provision contained in this Agreement or any Loan Document, if a
“secured creditor” (as that term is defined under the BIA) is determined by a court of competent
jurisdiction not to include a Person to whom obligations are owed on a joint or joint and several
basis, then the Canadian Loan Parties’ Obligations (and the Obligations of its Subsidiaries), to
the extent such Obligations are secured, only shall be several obligations and not joint or joint
and several obligations.



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     (e) Without the consent of the Supermajority Lenders, the Collateral Agent shall not execute
any releases of the Liens created by Security Documents with respect to Collateral having an
aggregate Fair Market Value in excess of $15.0 million in any fiscal year of the Borrower except
for releases in connection with Permitted Fixed Asset Exchanges, Permitted Asset Sales, or the
disposition of any Property by Borrower or any Borrowing Base Guarantor (or by the Collateral Agent
in connection with an enforcement of such Liens), as otherwise permitted under this Agreement.



     SECTION 11.03 Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and
severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses
incurred in connection with due diligence and travel, courier, reproduction, printing and delivery
expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the
Issuing Bank in connection with the syndication of the credit facilities provided for herein and
the preparation, execution and delivery, and administration of this Agreement and the other Loan
Documents, including any Inventory Appraisal, or in connection with any amendments, modifications,
enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof
(whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred
by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out
enforcement or protection of its rights in connection with this Agreement (including pursuant to
Section 9.02 of this Agreement) and the other Loan Documents or in connection with the
Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of
Latham & Watkins, counsel for the Administrative Agent and the Collateral Agent, and, in connection
with any such enforcement or protection, or work-out, the fees, charges and disbursements of any
other counsel for the Administrative Agent, the Collateral Agent or any Lender.



     (b) The Loan Parties agree, jointly and severally, to indemnify the Administrative Agent, the
Collateral Agent, each Lender, the Issuing Bank and the Swingline Lender, each Affiliate of any of
the foregoing Persons and each of their respective directors, officers, trustees, employees and
agents (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee
harmless from, all reasonable out-of-pocket costs and any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, charges, expenses and
disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected
with, or as a result of (i) the Transactions, (ii) any actual or proposed use of the proceeds of
the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or
(iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials, on,
under or from any Property owned, leased or operated by any Company, or any Environmental Claim
related in any way to any Company; provided, that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Indemnitee.



     (c) The provisions of this Section 11.03 shall remain operative and in full force and
effect regardless of the expiration of the term of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Loans, the expiration of the
Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any



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term or provision of this Agreement or any other Loan Document, or any investigation made by or on
behalf of the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender. All
amounts due under this Section 11.03 shall be payable on written demand therefor
accompanied by reasonable documentation with respect to any reimbursement, indemnification or other
amount requested.




     (d) To the extent that Borrower fails to pay any amount required to be paid by it to the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under
paragraph (a) or (b) of this Section 11.03, each Lender severally agrees to pay to the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case
may be, such Lender’s pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against any of the Administrative Agent, the Collateral
Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a
Lender’s “pro rata share” shall be determined based upon its share of the sum of
the total Revolving Exposure and unused Commitments at the time.



     SECTION 11.04 Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), except that Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted assignment or
transfer by Borrower without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the
Affiliates of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



     (b) Any Lender may assign to one or more banks, insurance companies, investment companies or
funds or other institutions (other than Borrower, Holdings or any Affiliate or Subsidiary thereof)
all or a portion of its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); provided, that (i) except in the
case of an assignment to a Lender, an Affiliate of a Lender or a Lender Affiliate, Borrower (except
(i) after the occurrence and during the continuation of a Default or Event of Default or (ii) prior
to the completion of the primary syndication (as determined by Arrangers) of the Commitments and
the Loans by the Arrangers) and the Administrative Agent (and, in the case of an assignment of all
or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure or
Swingline Exposure, the Issuing Bank and the Swingline Lender) must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii)
except in the case of an assignment to a Lender, an Affiliate of a Lender or a Lender Affiliate,
any assignment made in connection with the primary syndication of the Commitment and Loans by the
Arrangers or an assignment of the entire remaining amount of the assigning Lender’s Commitments or
Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect to such assignment
is delivered to the



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Administrative Agent) shall not be less than in the case of Revolving
Commitments and Revolving Loans, $5.0 million unless each of Borrower and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations under this Agreement, except that this
clause (iii) shall not be construed to prohibit the assignment of a proportionate part of
all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans,
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided, further that any consent of Borrower otherwise
required under this paragraph shall not be required if a Default or an Event of Default has
occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d)
of this Section 11.04(b), from and after the effective date specified in each Assignment
and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this
Agreement (provided, that any liability of Borrower to such assignee under Section
2.12, 2.13 or 2.15 shall be limited to the amount, if any, that would have been
payable thereunder by Borrower in the absence of such assignment, except to the extent any such
amounts are attributable to a Change in Law occurring after the date of such assignment), and the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.12, 2.13, 2.15 and 11.03). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of this Section
11.04.




     (c) The Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain
at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment of, and principal
amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive in the absence of
manifest error, and Borrower, the Administrative Agent, the Collateral Agent, the Issuing Bank and
the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by Borrower, the Issuing Bank, the
Collateral Agent, the Swingline Lender and any Lender (with respect to its own interest only), at
any reasonable time and from time to time upon reasonable prior notice.



     (d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section 11.04 and any written consent to such assignment required by paragraph
(b) of this Section 11.04, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No



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assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register as provided in
this paragraph.




     (e) Any Lender may, without the consent of Borrower, the Administrative Agent, the Issuing
Bank or the Swingline Lender, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided, that
(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and
(iii) Borrower, the Administrative Agent, the Collateral Agent, the Issuing Bank and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce the Loan Documents and to approve any amendment, modification or waiver of any
provision of the Loan Documents; provided, that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 11.02(b) that affects such
Participant. Subject to paragraph (f) of this Section 11.04, Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.12, 2.13 and
2.15 to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section 11.04. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 11.08 as though it were a
Lender; provided, that such Participant agrees to be subject to Section 2.14(c) as
though it were a Lender. Each Lender shall, acting for this purpose as an agent of the Borrower,
maintain at one of its offices a register for the recordation of the names and addresses of its
Participants, and the amount and terms of its participations, provided, that no Lender
shall be required to disclose or share the information contained in such register with the Borrower
or any other party, except as required by applicable law.



     (f) A Participant shall not be entitled to receive any greater payment under Section
2.12, 2.13 or 2.15 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the prior written consent of Borrower (which consent
shall not be unreasonably withheld or delayed). A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 2.15 unless Borrower is
notified of the participation sold to such Participant and such Participant agrees, for the benefit
of Borrower, to comply with Sections 2.15(e) and (f) as though it were a Lender.



     (g) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section 11.04 shall
not apply to any such pledge or assignment of a security interest; provided, that no such
pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the
case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent
of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its
rights under this Agreement, including the Loans and Notes or any other instrument evidencing its
rights as a Lender under this Agreement, to any holder of, trustee for, or any other



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representative
of holders of, obligations owed or securities issued, by such fund, as security for such
obligations or securities; provided, that the documentation governing or evidencing such
collateral assignment or pledge shall provide that any foreclosure or similar action by such
trustee or representative shall be subject to the provisions of this Section 11.04
concerning assignments and shall not be effective to transfer any rights under this Agreement or in
any Loan, Note or other instrument evidencing its rights as a Lender under this Agreement unless
the requirements of Section 11.04 concerning assignments are fully satisfied.




     SECTION 11.05 Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Collateral Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13,
2.15 and 11.03 and Article X shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof.



     SECTION 11.06 Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement, the other Loan Documents and the Fee Letter constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Except as
provided in Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.



     SECTION 11.07 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



     SECTION 11.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates are hereby authorized at any time and from



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time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, but excluding trust and payroll accounts) at any
time held and other obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of Borrower against any of and all the obligations of Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section 11.08 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.




     SECTION 11.09 Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York,
without regard to conflicts of law principles that would require the application of the laws of
another jurisdiction.



     (b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its
Property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in
New York County and of the United States District Court of the Southern District of New York, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to any
Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such federal court. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing
Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against any Loan Party or its properties in the courts of any
jurisdiction.



     (c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement or any
other Loan Document in any court referred to in paragraph (b) of this Section 11.09. Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.



     (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 11.01. Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.



     SECTION 11.10 Waiver of Jury Trial. Each party hereto hereby waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by jury in any legal
proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan
Document or the transactions contemplated hereby (whether based on contract, tort or any other
theory). Each party hereto (a) certifies that no representative, agent or attorney of any other



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party has represented, expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties
hereto have been induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Section 11.10.




     SECTION 11.11 Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



     SECTION 11.12 Confidentiality. Each of the Administrative Agent, the Collateral
Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its Affiliates or its
Lender Affiliates’ directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential pursuant to the terms hereof), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or
any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section 11.12, to
(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to Borrower and its obligations, (g) with
the consent of Borrower or (h) to the extent such Information (i) is publicly available at the time
of disclosure or becomes publicly available other than as a result of a breach of this Section
11.12 or (ii) becomes available to the Administrative Agent, the Collateral Agent, the Issuing
Bank or any Lender on a nonconfidential basis from a source other than Borrower or any Subsidiary.
For the purposes of this Section 11.12, “Information” means all information received from
Borrower or any Subsidiary relating to Borrower or any Subsidiary or its business, other than any
such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by Borrower or any Subsidiary; provided, that, in
the case of information received from Borrower or any Subsidiary after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section 11.12 shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information. Notwithstanding anything to the contrary set forth herein or in
any other written or oral understanding or agreement to which the parties hereto are parties or by
which they are bound, the parties acknowledge and agree that (i) any obligations of confidentiality
contained herein and therein do not apply and have not applied from the commencement of discussions
between the parties to the tax treatment and tax structure of the Transactions (and any related
transactions or arrangements), and (ii) each party (and each of its employees, representatives, or
other agents) may disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the Transactions and all materials of any kind (including opinions
or other tax analyses) that are provided to such party relating to such tax treatment and tax
structure, all within the meaning of Treasury Regulation Section



155









 




1.6011-4; provided,
however, that each party recognizes that the privilege each has to maintain, in its sole
discretion, the confidentiality of a communication relating to the Transaction, including a
confidential communication with its attorney or a confidential communication with a federally
authorized tax practitioner under Section 7525 of the Code, is not intended to be affected by the
foregoing.




     SECTION 11.13 Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively,
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan but were not payable
as a result of the operation of this Section 11.13 shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.



     SECTION 11.14 Lender Addendum. Each Lender a party to the Prior Credit Agreement on
the Original Closing Date has delivered to the Administrative Agent a Lender Addendum duly executed
by such Lender, the Borrower and the Administrative Agent. In addition, each Lender to become a
party to this Agreement on the Closing Date shall do so by delivering to the Administrative Agent a
Lender Addendum duly executed by such Lender, the Borrower and the Administrative Agent.



     SECTION 11.15 Dollar Equivalent Calculations. For purposes of this Agreement, all
valuations or computations of monetary amounts set forth in this Agreement or the Loan Documents
shall include as the context may require the Dollar Equivalent of amounts of Canadian Dollars and,
in any event, valuation of assets included in the Borrowing Base which are in Canadian Dollars
shall be converted to Dollar Equivalent of such amounts for the purpose of calculating the
Borrowing Base on each date that a Borrowing Base Certificate is delivered hereunder and at such
other times as designated by the Administrative Agent. Such Dollar Equivalent shall remain in
effect until the same is recalculated by the Administrative Agent as provided above and notice of
such recalculation is received by the Borrower, it being understood that until such notice of such
recalculation is received, the Dollar Equivalent shall be that Dollar Equivalent as last reported
to the Borrower by the Administrative Agent. The Administrative Agent shall promptly notify the
Borrower and the Lenders of each such determination of the Dollar Equivalent.



     SECTION 11.16 Judgment Currency. (a) The Borrower’s obligation hereunder and under
the other Loan Documents to make payments in Dollars (pursuant to such obligation, the “Obligation
Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency, except to the
extent that such tender or recovery results in the effective receipt by the Administrative Agent or
the respective Lender of the full amount of the Obligation Currency



156









 




expressed to be payable to the
Administrative Agent or such Lender under this Agreement or the other Loan Documents. If, for the
purpose of obtaining or enforcing judgment against the Borrower in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount
due in the Obligation Currency, the conversion shall be made at the Dollar Equivalent, and in the
case of other currencies, the rate of exchange (as quoted by the Administrative Agent or if the
Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such
currency designated by the Administrative Agent) determined, in each case, as of the Business Day
immediately preceding the day on which the judgment is given (such Business Day being hereinafter
referred to as the “Judgment Currency Conversion Date”).




     (b) If there is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees
to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount)
as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the
rate of exchange prevailing on the date of payment, will produce the amount of the Obligation
Currency which could have been purchased with the amount of Judgment Currency stipulated in the
judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.



     (c) For purposes of determining the Dollar Equivalent or any other rate of exchange for this
Section 11.16, such amounts shall include any premium and costs payable in connection with
the purchase of the Obligation Currency.



     SECTION 11.17 Patriot Act. Each Lender and Agent (for itself and not on behalf of any
other party) hereby notifies the Borrower that, pursuant to the requirements of the USA PATRIOT
Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Act”), it is required to
obtain, verify and record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such Lender or Agent, as
applicable, to identify the Borrower in accordance with the Act.



ARTICLE XII.




AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT




     SECTION 12. The parties hereto agree that, on the Closing Date, but subject to clause
(i) below, the following transactions shall be deemed to occur automatically, without further
action by any party hereto:



     (a) The Prior Credit Agreement shall be deemed to be amended and restated in its entirety in
the form of this Agreement.



     (b) All Existing Obligations (including, without limitation, all Existing Eurodollar Revolving
Borrowings and all Letters of Credit issued pursuant to the Original Credit Agreement or the Prior
Credit Agreement) shall in all respects be continuing after the Closing Date and shall be deemed to
be Obligations governed by this Agreement.



157









 





     (c) This Agreement shall not be deemed to evidence or result in a novation or repayment of the
Existing ABR Borrowings and Existing Eurodollar Revolving Borrowings and reborrowing hereunder, but
the Existing Obligations under the Original Credit Agreement or the Prior Credit Agreement and the
Liens securing payment and performance thereof shall in all respects be continuing as Obligations
under this Agreement and as Liens securing payment and performance thereof.



     (d) All references in the Loan Documents executed in connection with the Original Credit
Agreement or the Prior Credit Agreement (collectively, the “Prior Other Loan Documents”) to
(i) the Original Credit Agreement or the Prior Credit Agreement or the “Credit Agreement” shall be
deemed to include references to this Agreement, as amended, restated, supplemented or otherwise
modified from time to time, and (ii) the “Lenders” or a “Lender”, the “Administrative Agent”, or
the “Collateral Agent” shall mean such terms as defined in this Agreement (collectively, the
“Prior Loan Documents”). The Prior Other Loan Documents that are not superseded by
corresponding Loan Documents executed and delivered in connection with this Agreement shall remain
in full force and effect.



     (e) Each Loan Party hereby acknowledges and agrees that each of the Prior Other Loan Documents
to which such Loan Party is a party remains in full force and effect and hereby ratifies and
reaffirms all of its respective payment and performance obligations, contingent or otherwise, under
each of the Prior Other Loan Documents to which it is a party and, to the extent such Loan Party
granted Liens on or security interests in any of its properties pursuant to any of the Prior Other
Loan Documents as security for the Existing Obligations, such Loan Party, as the case may be,
hereby ratifies and reaffirms such grant of security and confirms and agrees that such Liens and
security interests secure all of the Obligations under this Agreement and remain in full force and
effect after giving effect to this Agreement. The execution, delivery and effectiveness of this
Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent
or the Collateral Agent or any Lender under the Prior Credit Agreement or any Prior Other Loan
Document, nor constitute a waiver of any provision of the Prior Credit Agreement or any Prior Other
Loan Document, except as specifically set forth therein.



     (f) The agency fee as set forth in the Fee Letter shall be due and payable on each anniversary
of the Original Closing Date and shall continue to accrue under the Fee Letter.



     (g) Borrower and each other Loan Party acknowledges and agrees that as of close of business on
November 22, 2005, the aggregate outstanding principal balance of the Existing ABR Borrowing and
the Eurodollar Revolving Borrowings (excluding accrued interest thereon and fees and expenses
(including professional fees and expenses) related thereto) under the Prior Credit Agreement was $
$131,000,000 and that neither Borrower nor any other Loan Party or other Person has any defense,
counterclaim or setoff with respect to the payment thereof.



     (h) Each Lender hereunder that was a party to the Prior Credit Agreement immediately prior to
the Closing Date agrees that its “Commitments” (as defined in the Prior Credit Agreement) shall be
replaced with the Commitments of such Lender hereunder.



158









 





     (i) Each of the undersigned designated on the signature pages hereof as “Exiting Lender” (each
an “Exiting Lender” and collectively, the “Exiting Lenders”) hereby agrees to sell and assign,
without recourse, at par, to one or more Lenders hereunder, and each of such Lenders hereunder
purchases and assumes, without recourse, at par, from the Exiting Lenders, effective on the Closing
Date, all of such Exiting Lender’s interest set forth opposite its name on Exhibit 12
attached hereto in rights and obligations under the Prior Credit Agreement and the other Loan
Documents (as defined in the Prior Credit Agreement), including, without limitation, the Swingline
Commitment, Revolving Commitment, Swingline Loans, Revolving Loans and participations held by such
Exiting Lender in Letters of Credit (as each such term is defined in the Prior Credit Agreement)
which are outstanding on the Closing Date (such interest being the “Exiting Lender Interest”).
Each Lender hereunder shall pay to the Administrative Agent on November 28, 2005 (the “True-Up
Date”) the amounts necessary to fund (i) its share of the purchase price owing to the Exiting
Lenders described on Exhibit 12 and (ii) payments to other Lenders hereunder, such that,
after giving effect to the funding of such purchase price and such payments, each Lender hereunder
shall have funded its Pro Rata Percentage of the Loans held by such Lender. Each Lender hereunder
hereby authorizes and directs the Administrative Agent to disburse on the same day such amounts to
the Exiting Lenders and the Lenders hereunder as are necessary to effect the foregoing. Borrower
shall pay on the True-Up Date all accrued but unpaid interest and fees owing under the Prior Credit
Agreement prior to the True-Up Date to the Exiting Lenders, and the Exiting Lenders hereby
authorize and direct Borrower to make such payments to the Administrative Agent, and the
Administrative Agent agrees, upon receipt of such payment from Borrower, to disburse on the same
day such amounts to the Exiting Lenders. In order to effectuate the foregoing settlement
procedures, the parties hereto agree that (i) prior to the True-Up Date, interest and fees shall
continue to accrue on the Existing Obligations at the rates set forth in the Prior Credit Agreement
and each Lender’s and each Exiting Lender’s interest therein shall be based upon its Pro Rata
Percentage (as defined in the Prior Credit Agreement) of the Existing Obligations prior to giving
effect to this Agreement and (ii) Borrower shall not request any Credit Extension hereunder prior
to the True-Up Date. Exiting Lenders and each party hereto hereby (A) acknowledges and agrees
that, immediately prior to the effectiveness of this Agreement, pursuant to Section 10.06
of the Prior Credit Agreement, UBS resigned as Administrative Agent under the Prior Credit
Agreement and the other Loan Documents (as defined therein) and Merrill has been appointed as
successor Administrative Agent pursuant to this Agreement, (B) waives any requirement that UBS
provide any notice of its resignation, and (C) agrees that , notwithstanding anything to the
contrary, the provisions of Article X and Section 11.03 of the Prior Credit
Agreement shall continue in effect for the benefit of the UBS as a retiring Administrative Agent,
its respective sub-agents and their respective Affiliates in respect of any actions taken or
omitted to be taken by any of them while it was acting as Administrative Agent..



[Signature Pages Follow]




159









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their respective authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	GENERAL CABLE INDUSTRIES, INC., as the Borrower
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE COMPANY, as a Loan Party, Guarantor and
Borrowing Base Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE CORPORATION, as a Loan Party, Borrowing
Base Guarantor and Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GK TECHNOLOGIES, INCORPORATED, as a Loan Party,
Borrowing Base Guarantor and Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE INDUSTRIES, LLC, as a Loan Party,
Borrowing Base Guarantor and Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature
Page to

Second Amended and Restated
Credit Agreement




 









 








	 	 	 	 	 	 	 
	 	 	GENERAL CABLE TECHNOLOGIES CORPORATION, as a Loan
Party, Borrowing Base Guarantor and Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE TEXAS OPERATIONS, L.P., as a Loan
Party, Borrowing Base Guarantor and Guarantor
	 
	 	 	 	 	 	 
	 	 	By: GENERAL CABLE INDUSTRIES, INC., its general
partner
	 
	 	 	 	 	 	 
	 	 	 	 	          By:                                                                                
	 

	 	 	 	          Name:	 	 
	 

	 	 	 	          Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MARATHON MANUFACTURING HOLDINGS, INC., as a Loan
Party and Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE OVERSEAS HOLDINGS, INC., as a Loan
Party and Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature
Page to

Second Amended and Restated
Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	GENERAL CABLE MANAGEMENT LLC, as a Loan Party and
Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DIVERSIFIED CONTRACTORS, INC., as a Loan Party and
Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MLTC COMPANY, as a Loan Party and Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MARATHON STEEL COMPANY, as a Loan Party and Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature
Page to

Second Amended and Restated
Credit Agreement








 









 








	 	 	 	 	 	 	 
	 	 	GENCA CORPORATION, as a Loan Party and Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE CANADA LTD., as a Loan Party and
Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature
Page to

Second Amended and Restated
Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL, a division of

Merrill Lynch Business Financial Services Inc.,

as a Lender, Swingline Lender, Administrative Agent
and Collateral Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Payment Account:
	 
	 	 	 	 	 	 
	 	 	Name of Bank: LaSalle Bank, NA City: Chicago,
	 	 	Illinois ABA/Routing No: 071 000 505
	 	 	Account Name: MLBFS — Corporate Finance
	 	 	Account Number: 5800393182
	 	 	Account Holder’s Address: 222 N LaSalle, Chicago, IL 60601
	 
	 	 	 	 	 	 
	 	 	UBS AG, STAMFORD BRANCH,

as Issuing Bank
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature
Page to

Second Amended and Restated
Credit Agreement





 









 








	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA,

as Issuing Bank
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature
Page to

Second Amended and Restated
Credit Agreement






 









 








	 	 	 	 	 	 	 
	 	 	                                                            , a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature
Page to

Second Amended and Restated
Credit Agreement





 









 








ANNEX I




Applicable Margin




	 	 	 	 	 	 	 	 	 
	Excess Availability	 	Revolving Loans
	 	 	Eurodollar	 	ABR
	Level I: £ $50.0 million
	 	 	1.75	%	 	 	0.50	%
	Level II: > $50 million, but
£ $100 million
	 	 	1.50	%	 	 	0.25	%
	Level III: > $100 million, but £ $150
million
	 	 	1.375	%	 	 	0.125	%
	Level IV: > $150 million, but £ $175 million
	 	 	1.25	%	 	 	0.00	%
	Level V: > $175 million
	 	 	1.00	%	 	 	0.00	%






     For the purposes of the above pricing grid, from the Closing Date through December 31, 2005,
the Applicable Margin shall be set at Level III. Changes in the Applicable Margin resulting from
changes in Excess Availability shall become effective on the first day of each quarter, commencing
January 1, 2006, based upon average daily Excess Availability for the immediately preceding
quarter, as calculated by the Administrative Agent. Notwithstanding the foregoing, Excess
Availability shall be deemed to be in Level I for purposes of determining the Applicable Margin at
any time during the existence of an Event of Default.