with copies to:
Womble Carlyle Sandridge & Rice, PLLC
One West Fourth Street
Winston-Salem, NC 27101
Attention: Christopher E. Leon
Telecopier No.: (336) 726-6932
Telephone No.: (336) 721-3518
I-2
ANNEX J (from Annex A - Commitments definition)
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Lender: General Electric Capital Corporation
Revolving Loan Commitment
(including a Swing Line Commitment
of $5,000,000):
$75,000,000
J-1
EXHIBIT 1.1(a)(i)
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
FORM OF NOTICE OF REVOLVING CREDIT ADVANCE
Reference is made to that certain Second Amended and Restated Credit
Agreement dated as of June 2, 2010 by and among the undersigned ("Borrower"),
the other Persons named therein as Credit Parties, General Electric Capital
Corporation ("Agent") and the Lenders from time to time signatory thereto
(including all annexes, exhibits and schedules thereto, and as from time to time
amended, restated, supplemented or otherwise modified, the "Credit Agreement").
Capitalized terms used herein without definition are so used as defined in the
Credit Agreement.
Borrower hereby gives irrevocable notice pursuant to Section 1.1(a)(i)
of the Credit Agreement, of its request for a Revolving Credit Advance in the
aggregate amount of $[
].
BORROWER HEREBY REQUESTS THAT THE REVOLVING CREDIT ADVANCE BE A LIBOR
LOAN. THE LIBOR PERIOD FOR THIS ADVANCE SHALL COMMENCE ON [INSERT BUSINESS DAY]
AND TERMINATE [ONE/TWO/THREE] MONTHS THEREAFTER.
Borrower hereby (i) represents and warrants that all of the conditions
contained in Section 2.2 of the Credit Agreement have been satisfied on and as
of the date hereof, and will continue to be satisfied on and as of the date of
the Advance(s) requested hereby, before and after giving effect thereto and to
the application of the proceeds therefrom; and (ii) reaffirms the guaranty and
continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the
Collateral Documents.
[Signature Page Follows]
Exh. 1.1(a)(i) - 2
IN WITNESS WHEREOF, Borrower has caused this Notice of Revolving
Credit Advance to be executed and delivered by its duly authorized officer as of
the date first set forth above.
INSTEEL WIRE PRODUCTS COMPANY, a North Carolina corporation,
as Borrower
By:
Name:
Title:
Exh. 1.1(a)(i) - 3
EXHIBIT 1.1(a)(ii)
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
FORM OF REVOLVING NOTE
New York, New York
$
FOR VALUE RECEIVED, the undersigned, INSTEEL WIRE PRODUCTS COMPANY, a
North Carolina corporation ("Borrower"), HEREBY PROMISES TO PAY to the order of
("Lender"), at the
offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as
Agent for Lenders ("Agent"), at its address at 500 W. Monroe St., 12th Floor,
Chicago, IL, 60661, or at such other place as Agent may designate from time to
time in writing, in lawful money of the United States of America and in
immediately available funds, the amount of
DOLLARS AND
CENTS
($
) or, if less, the aggregate unpaid amount of all
Revolving Credit Advances made to the undersigned under the "Credit Agreement"
(as hereinafter defined). All capitalized terms used but not otherwise defined
herein have the meanings given to