EXHIBIT 10.14
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of November 6, 1998, by
and among SCIENTIFIC-ATLANTA, INC. (the "Borrower"), each of the financial
institutions party hereto (the "Lenders"), THE BANK OF NEW YORK and ABN AMRO
BANK N.V., acting through its Atlanta Agency, as Co-Agents (the "Co-Agents"),
and NATIONSBANK, N.A., successor to NationsBank, N.A. (South), formerly known as
NationsBank of Georgia, National Association, as Agent (the "Agent").
WHEREAS, the Borrower, the Lenders, the Co-Agents and the Agent are parties
to that certain Credit Agreement dated as of May 11, 1995, as amended prior to
the date hereof (the "Credit Agreement"); and
WHEREAS, the parties hereto desire to amend certain provisions of the
Credit Agreement on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:
Section 1. Specific Amendment to Credit Agreement. The definition of the
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term "Consolidated Net Income" contained in Section 1.1 of the Credit Agreement
is hereby deleted in its entirety and the following substituted in its place:
"Consolidated Net Income" means, with respect to the Borrower and its
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Subsidiaries for any period of computation thereof, the net income (or loss) of
the Borrower and its Subsidiaries on a consolidated basis for such period;
provided, however, that the following shall be excluded when determining
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Consolidated Net Income: (i) any item of gain or loss resulting from sale,
conversion or other disposition of assets other than in the ordinary course of
business; (ii) net gains or losses on the acquisition, retirement, sale or other
disposition of capital stock and other securities of, or owned by, the Borrower
and its Subsidiaries; (iii) net gains or losses on the collection of proceeds of
life insurance policies; (iv) any write-up or write-down of any investment in
equity securities; (v) any write-up of any asset other than investments in
equity securities; and (vi) any other net gains or losses of an extraordinary
nature as determined in accordance with GAAP. The one-time charge in the amount
of $76,233,000 to the Borrower's earnings taken in the fourth fiscal quarter of
the Borrower's 1998 Fiscal Year shall be disregarded when determining
Consolidated Net Income.
Section 2. Representations of Borrower. The Borrower represents and
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warrants to the Agent and the Lenders that:
(a) Authorization. The Borrower has the right and power, and has
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taken all necessary action to authorize it, to execute and deliver this
Amendment and to perform its obligations under the Credit Agreement as amended
by this Amendment, in accordance with its terms. This
Amendment has been duly executed and delivered by a duly authorized officer of
the Borrower and the Credit Agreement as amended by this Amendment, is a legal,
valid and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms.
(b) Compliance with Laws, etc. The execution and delivery by the
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Borrower of this Amendment and the performance by the Borrower of the Credit
Agreement as amended by this Amendment, in accordance with its terms, do not and
will not, by the passage of time, the giving of notice or otherwise: (i)
require any Governmental Approval or violate any Applicable Law relating to the
Borrower or any other Loan Party; (ii) conflict with, result in a breach of or
constitute a default under the articles of incorporation or the bylaws of the
Borrower or the organizational documents of any other Loan Party; (iii) conflict
with, result in a breach of or constitute a default under any indenture,
agreement or other instrument to which the Borrower or any other Loan Party is a
party or by which it or any of its properties may be bound, which conflict,
breach or default would have a Material Adverse Effect; or (iv) result in or
require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by the Borrower or any other Loan Party
other than in favor of the Agent for the benefit of the Lenders.
Section 3. Certain References. Each reference to the Credit Agreement in
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any of the Loan Documents shall be deemed to be a reference to the Credit
Agreement as amended by this Amendment.
Section 4. Benefits. This Amendment shall be binding upon and shall inure
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to the benefit of the parties hereto and their respective successors and
assigns.
Section 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
Section 6. Effect. Except as expressly herein amended, the terms and
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conditions of the Credit Agreement shall remain in full force and effect.
Section 7. Effectiveness of Amendment. This Amendment shall not be
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effective until its execution and delivery by all of the parties hereto
whereupon its shall be deemed effective as of June 26, 1998.
Section 8. Counterparts. This Amendment may be executed in any number of
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counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns.
Section 9. Definitions. All capitalized terms not otherwise defined
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herein are used herein with the respective definitions given them in the Credit
Agreement.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to
Credit Agreement to be executed as of the date first above written.
SCIENTIFIC-ATLANTA, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President-Finance
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Chief Financial Officer & Treasurer
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NATIONSBANK, N.A., individually and as Agent
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President
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THE BANK OF NEW YORK, individually and as Co-Agent
By: /s/ X.X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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ABN AMRO BANK N.V., acting through its Atlanta
Agency, individually and as Co-Agent
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Group Vice President
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By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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[Signatures Continued on Next Page]
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT DATED AS OF
NOVEMBER 6, 1998 WITH SCIENTIFIC-ATLANTA, INC.]
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
By:___________________________________
Name:______________________________
Title:_____________________________
WACHOVIA BANK, N.A.
By: /s/ Xxxxx X. XxXxxxx
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Name: Xxxxx X. XxXxxxx
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Title: Senior Vice President
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THE BANK OF TOKYO LIMITED,
ATLANTA AGENCY
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Vice President and Manager
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