Exhibit 10.8
EXECUTION COPY
ENCORE WIRE CORPORATION
ENCORE WIRE LIMITED
WAIVER
TO MASTER NOTE PURCHASE AGREEMENT
$45,000,000
5.27% Senior Notes, Series 2004-A
Due August 27, 2011
Dated
as of June 29, 2007
To the
Holders of the Senior Notes
Named in the Attached
Schedule I
Ladies
and Gentlemen:
Reference is made to the Note
Purchase Agreement dated as of August 1, 2004 (the “Note
Agreement”) among Encore Wire Limited, a Texas limited
partnership (the “Company”), Encore Wire Corporation, a
Delaware corporation (the “Parent”), and each of the
Purchasers named in Schedule A thereto pursuant to which the
Company issued $45,000,000 aggregate principal amount of its 5.27%
Senior Notes, Series 2004-A, due August 27, 2011 (the
“Notes”). You are referred to herein individually as a
“Holder” and collectively as the “Holders.”
Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in the Note Agreement.
The Company and the Parent have
requested waivers of Sections 9.5 and 10.5 of the Note
Agreement in connection with the merger of the Company into EWC GP
Corp., a Delaware corporation and a Restricted Subsidiary
(“GP Corp.”), and the subsequent merger of GP Corp.
into the Parent (surviving entity). In connection with this
transaction EWC LP Corp., a Delaware corporation and a Restricted
Subsidiary, is also merging into GP Corp. prior to the merger of GP
Corp. into the Parent. The Company and the Parent have made a
similar request of the banks in respect of the Credit Agreement.
The Holders are willing to grant the waiver under such section of
the Note Agreement on the terms and conditions set forth
herein.
In consideration of the premises and
for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the Parent, the Company and the Holders
agree as follows:
1.
WAIVER
The Holders hereby waive any Default
or Event of Default under Sections 9.5 and 10.5 of the Note
Agreement resulting from the merger of the Company into GP Corp.
and the subsequent merger of GP Corp. into the Parent (surviving
entity). This waiver is limited to its terms, is conditioned upon
an identical waiver by the banks under the Credit Agreement, and
shall not constitute a waiver of any other term, condition,
representation or covenant under the Note Agreement or any of the
other agreements, documents or instruments executed and delivered
in connection therewith.
2.
ISSUANCE OF NEW NOTES
The Holders shall receive new Notes
executed and delivered by the Parent, as successor in interest to
the Company, after surrender by the Holders of their respective
Notes that are currently issued in the name of the Company.
3.
REAFFIRMATION; REPRESENTATIONS AND WARRANTIES
3.1. Reaffirmation of Note
Agreement . The Parent reaffirms its agreement to comply with
each of the covenants, agreements and other provisions of the Note
Agreement and the Notes, including the waivers of Sections 9.5
and 10.5 effected by this Waiver.
3.2. Note Agreement . The
Parent and the Company represent and warrant that the
representations and warranties contained in the Note Agreement are
true and correct as of the date hereof, except (a) to the
extent that any of such representations and warranties specifically
relate to an earlier date, (b) for such other matters as have
been previously disclosed in writing by the Parent and the Company
(including in financial statements and notes thereto) to the
Holders and (c) for other changes that, individually or in the
aggregate, could not reasonably be expected to have a Material
Adverse Effect.
3.3. No Default or Event of
Default . After giving effect to the transactions contemplated
hereby, there will exist no Default or Event of Default.
3.4. Authorization .
3.4.1. Parent . The execution,
delivery and performance by the Parent and the Company of this
Waiver have been duly authorized by all necessary corporate action
and, except as provided herein, do not require any
registration
