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Reference is made
to the Third Amended and Restated Credit Agreement dated as of
October 31, 2007 (as it may be amended, modified, extended or
restated from time to time, the “ Credit Agreement
”; all of the defined terms in the Credit Agreement are
incorporated herein by reference) among GENERAL CABLE INDUSTRIES,
INC., a Delaware corporation (the “ Borrower ”),
the Guarantors from time to time party thereto, the Lenders from
time to time party thereto, Issuing Banks party thereto and GE
BUSINESS FINANCIAL SERVICES INC. (FORMERLY KNOWN AS MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC.), as Swingline Lender,
Administrative Agent and Collateral Agent for the Secured
Parties.
WHEREAS, the
Guarantors have entered into the Credit Agreement and the Security
Agreement in order to induce the Lenders to make the Loans to or
for the benefit of Borrower;
WHEREAS, pursuant
to Section 5.11 of the Credit Agreement and Section 3.5
of the Security Agreement, each of the undersigned Subsidiaries
(individually, a “ New Guarantor ” and
collectively, the “New Guarantors” ) is required
at this time to become a Guarantor under the Credit Agreement and a
Guarantor and Pledgor under the Security Agreement by executing a
Joinder Agreement. Each New Guarantor is executing this joinder
agreement (“ Joinder Agreement ”) to the Credit
Agreement and the Security Agreement in order to induce the Lenders
to make additional Revolving Loans and as consideration for the
Loans previously made.
NOW, THEREFORE,
the Administrative Agent, Collateral Agent and each New Guarantor
hereby agree as follows:
1.
Guarantee and Joinder . In accordance with Section 5.11
of the Credit Agreement and 3.5 of the Security Agreement, each New
Guarantor by its signature below becomes a Guarantor under the
Credit Agreement and a Guarantor and Pledgor under the Security
Agreement with the same force and effect as if originally named
therein as a Guarantor and a Guarantor and Pledgor.
2.
Representations and Warranties . Each New Guarantor hereby
(a) agrees to all the terms and provisions of the Credit
Agreement and the Security Agreement applicable to it as a
Guarantor and a Guarantor and Pledgor, respectively, thereunder and
(b) represents and warrants that the representations and
warranties made by it as a Guarantor and a Guarantor and Pledgor,
respectively, ther
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