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EXHIBIT 10.4
AMENDMENT AND RESTATEMENT,
DATED AS OF APRIL 28, 1999
CREDIT AND GUARANTEE AGREEMENT,
DATED AS OF MAY 21, 1998, AS AMENDED
BY AND AMONG
ANTEC CORPORATION
THE SUBSIDIARY GUARANTORS PARTY THERETO
THE LENDERS PARTY THEREOF
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
AS COLLATERAL AGENT
AND
THE BANK OF NEW YORK,
AS ADMINISTRATIVE AGENT
BNY CAPITAL MARKETS, INC.
AND
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
AS CO-LEAD ARRANGERS
BNY CAPITAL MARKETS, INC.
SOLE BOOK MANAGER
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AMENDMENT AND RESTATEMENT (this "AMENDMENT"), dated as of April 28,
1999, of the Credit and Guarantee Agreement, dated as of May 21, 1998, by and
among ANTEC Corporation, a Delaware corporation (the "BORROWER"), the
Subsidiary Guarantors party thereto, the several banks and other parties from
time to time parties thereto (the "LENDERS"), Bank of America National Trust
and Savings Association, as Collateral Agent, and The Bank of New York, as the
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT"), as amended
by Amendment No. 1, dated as of October 7, 1998 (the "CREDIT AGREEMENT").
I. Capitalized terms used herein which are not otherwise defined
herein shall have the respective meanings ascribed thereto in the Credit
Agreement.
II. The parties desire to amend and restate the Credit Agreement
to the extent set forth herein subject to the terms and conditions hereof.
Accordingly, in consideration of the terms and conditions hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. The Credit Agreement be and the same is hereby amended and
restated in its entirety so as to read as presently set forth therein with the
following exceptions:
(a) The definitions of "Borrowing Base Amount" and "Special
Counsel" shall read as follows:
"BORROWING BASE AMOUNT" means, on any date of
determination, an amount equal to the sum of (i) 85% of
Eligible Receivables and (ii) the lesser of (x) 60% of
Eligible Inventory or (y) an amount equal to 60% of the
Aggregate Credit Exposure (after giving effect to any
Extensions of Credit and prepayments made on such date).
"SPECIAL COUNSEL" means Xxxxx Xxxx LLP, as, or such
other counsel selected by the Administrative Agent as,
special counsel to the Administrative Agent hereunder.
(b) The following definition is added to Section 1.1 of the
Credit Agreement in its appropriate alphabetical order:
"INCREASE REQUEST" means a request by the Borrower
for an increase of the Aggregate Revolving Commitment in
accordance with Section 2.3(e).
(c) The total of the Revolving Commitments of all Lenders
shall be
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increased to $110,000,000 and the Revolving Commitment of each Lender shall be
as set forth on such Lender's signature page to this Amendment adjacent to the
heading "Revolving Commitment".
(d) The heading of Section 2.3 of the Credit Agreement is
amended to read "Termination, Reduction and Increase of Revolving Commitments"
and a new subsection (e) is added to the end thereof to read as follows:
(e) At any time (but not more than once, the
Borrower may, at its sole expense and effort and after
consulting with the Administrative Agent, request one or more
Lenders to increase (in the sole and absolute discretion of
each such Lender) the amount of their respective Revolving
Commitments or may request another Eligible Institution
acceptable to the Administrative Agent and the Issuing Bank
to assume all or a portion of such requested increase. To
request the increase pursuant to this Section, the Borrower
shall submit to the Administrative Agent an Increase Request
signed by the Borrower and in form approved by the
Administrative Agent, which shall be irrevocable. The
Increase Request shall specify each such Lender or proposed
Lender and the amount of the proposed increase in the amount
of its Revolving Commitment or the amount of the Revolving
Credit being assumed by it, as applicable. Promptly following
receipt of an Increase Request, the Administrative Agent
shall advise each Lender of the details thereof. Each Lender
(or proposed Lender) specified in such Increase Request may,
in its sole and absolute discretion, unconditionally agree to
the proposed increase in the amount of (or the assumption of)
its Revolving Commitment specified therein at any time prior
to the 30th day following the date thereof. To so agree, such
Lender or proposed Lender shall deliver to the Administrative
Agent and the Borrower a written agreement in a form approved
by the Administrative Agent and signed by such Lender or
proposed Lender. If one or more of such Lenders or proposed
Lenders shall have so agreed, then, on a day (which shall be
a Business Day) acceptable to such Lender or proposed Lender,
the Borrower and the Administrative Agent, the Revolving
Commitment of each such Lender shall be increased by the
applicable amount specified in such Increase Request or, in
the case of a proposed Lender, such proposed Lender shall
become a Lender under the Agreement with a Revolving
Commitment specified therein, provided that (i) at the time
thereof and immediately after giving effect thereto, no
Default shall have occurred and be continuing, and (ii)
immediately after giving effect thereto, the aggregate amount
of such increase of the
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Aggregate Revolving Commitment made under this Section shall
not exceed $10,000,000. Simultaneously with such increase (or
assumption) of the Revolving Commitments of one or more
Lenders or a proposed Lender under this Section, the Lenders,
the Administrative Agent and the proposed Lender, if
applicable, shall enter into a master assignment and
assumption agreement in a form mutually acceptable to them
and shall assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in
Section 11.5(b)), such interests, rights and obligations
under this Agreement to the other Lenders to the extent
necessary so that, immediately after giving effect to such
increase, the outstanding Revolving Loans shall be held by
the Lenders ratably in accordance with their Commitments,
provided that each such assignor Lender shall have received
(to the extent of the interests, rights and obligations
assigned) (x) from the applicable assignee Lender or Lenders,
payment of the outstanding principal amount of its Revolving
Loans and (y) from the Borrower, accrued interest on such
Revolving Loans, accrued fees (including breakage fees
calculated as if the Borrower had repaid each existing
Lender's Revolving Loans being assigned as provided herein on
the effective date of such increase), commissions and all
other amounts payable to it under the Loan Documents. Any
proposed Lender which assumes a Revolving Commitment shall
submit to the Administrative Agent such documents as are
required by Section 11.5.
(e) Section 8.3(e) is amended to read as follows:
(c) any Subsidiary Guarantor in existence on
April 29, 1999 which has assets of less than $1,000 and any
Non-Guarantor Subsidiary may liquidate or dissolve if the
Borrower determines in good faith that such liquidation or
dissolution is in the best interests of the Borrower and is
not materially disadvantageous to the Lenders, provided that
the Borrower shall notify the Administrative Agent thereof
within 10 Business Days of such dissolution.
(f) Section 11.1(b)(iii) is amended by adding "(except as
provided in Section 2.3(e))" prior to the semi-colon at the end thereof.
(g) Sections 11.2(a) and (b) of the Credit Agreement are
amended to read as follows:
(a) in the case of any Loan Party, to such Loan
Party c/o
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ANTEC Corporation, 00000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx
00000, Attention: Xxxxxxxx X. Xxxxxxxx, Executive Vice
President, Telephone: (000) 000-0000, Telecopy: (678)
473-8470;
(b) in the case of the Administrative Agent, to
The Bank of New York, Agency Function Administration, Xxx
Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Attention: XxXxx
Xxxxxxxxxx, Telephone: (000) 000-0000, Facsimile (212)
635-6365 or 6366 or 6367; with a copy to: The Bank of New
York, Xxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000,
Attention: Xxxx X. Xxxxxxx, Telephone: (000) 000-0000,
Facsimile (000) 000-0000;
2. Exhibit I is amended to change the percentage contained in
clause (ii) of Item 11 thereof from "50%" to "60%".
3. The Administrative Agent with the consent of the Lenders
signing below hereby waives any violations of Section 7.3 and 8.3(e) the Credit
Agreement resulting from the dissolution of Texscan MSI Corporation.
4. Paragraphs 1 - 3 of this Amendment shall not be effective
until such date (the "RESTATEMENT EFFECTIVE DATE") as the Loan Parties and the
Lenders shall have executed and delivered this Amendment to the Administrative
Agent and each of the following conditions have been fulfilled:
(a) The Administrative Agent shall have received a
certificate of the Secretary or an Assistant Secretary of each Loan
Party (i) attaching a true and complete copy of the resolutions of its
Managing Person and of all other documents evidencing all necessary
corporate action (in form and substance satisfactory to the
Administrative Agent) taken to authorize this Amendment and certifying
that such resolutions are in full force and effect, (ii) certifying
that there has been no change to its Organizational Documents since
May 21, 1998 or, if so, setting forth the same, and (iii) setting
forth the incumbency of its officer or officers who may sign this
Amendment, including therein a signature specimen of such officer or
officers (or other analogous counterpart).
(b) The Administrative Agent shall have received an
original of this Amendment executed by a duly authorized officer or
officers of the Borrower.
(c) Each Lender shall have executed and delivered to the
Administrative Agent a counterpart copy of a Master Assignment and
Acceptance Agreement substantially in the form attached hereto as
Exhibit A and the conditions precedent to the effectiveness thereof
set forth in Section 4(a) shall have been satisfied.
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(d) The Administrative Agent shall have received an opinion
of counsel to the Borrower, in form and substance satisfactory to the
Administrative Agent.
(e) On and as of the Restatement Effective Date, no Default
or Event of Default shall have occurred or be continuing.
(f) The Borrower shall pay all of the out-of-pocket costs
and expenses of the Administrative Agent (including the reasonable
fees and disbursements of Special Counsel) incurred in connection with
the preparation, negotiation and closing of this Amendment.
(g) All legal matters incident to the execution and
delivery of this Amendment shall be reasonably satisfactory to Special
Counsel.
5. On and as of the date hereof the Borrower hereby (a) reaffirms
and admits the validity and enforceability of the Loan Documents and all of its
obligations thereunder, (b) agrees and admits that it has no defenses to or
offsets against any such obligation, (c) represents and warrants that no
Default has occurred and is continuing, and that each of the representations
and warranties made by it in the Credit Agreement is true and correct with the
same effect as though such representation and warranty had been made on such
date, and (d) agrees to pay the reasonable fees and disbursements of Special
Counsel in connection with this Amendment.
6. In all other respects, the Loan Documents shall remain in full
force and effect, and no amendment in respect of any term or condition of any
Loan Document contained herein shall be deemed to be an amendment in respect of
any other term or condition contained in any Loan Document.
7. This Amendment may be executed in any number of counterparts
all of which, taken together, shall constitute one amendment. In making proof
of this Amendment, it shall only be necessary to produce the counterpart
executed and delivered by the party to be charged.
8. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS
INTENDED TO BE PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCEABLE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.
ANTEC CORPORATION
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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ANTEC AMENDMENT AND RESTATEMENT
OF CREDIT AND GUARANTEE AGREEMENT
ANTEC LATIN AMERICA, INC.
ANTEC DIGITAL VIDEO INC.
ELECTRONIC CONNECTOR
CORPORATION OF ILLINOIS
ELECTRONIC SYSTEM PRODUCTS
INC.
ENGINEERING TECHNOLOGIES
GROUP INC.
ITEL HOLDINGS, INC.
KEPTEL, INC.
REGAL TECHNOLOGIES, LTD.
POWER GUARD, INC.
COMFAB TECHNOLOGIES, INC.
BENEFIT CONNECTIONS, INC.
ANTEC INTERNATIONAL HOLDINGS
INC.
ANTEC PACIFIC INC.
ANTEC SPAIN INC.
SCIENTIFIC-ATLANTA LA VENTURE, INC.
TEXSCAN CORPORATION
AS TO EACH OF THE FOREGOING
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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ANTEC AMENDMENT AND RESTATEMENT
OF CREDIT AND GUARANTEE AGREEMENT
ANIXTER CATV INDUSTRIES
MSO SUPPLY COMPANY
TSX CORPORATION
TEXSCAN TRADING COMPANY
AS TO EACH OF THE FOREGOING
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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ANTEC AMENDMENT AND RESTATEMENT
OF CREDIT AND GUARANTEE AGREEMENT
THE BANK OF NEW YORK,
as Administrative Agent
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
THE BANK OF NEW YORK COMPANY, INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Revolving Commitment: $30,000,000
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ANTEC AMENDMENT AND RESTATEMENT
OF CREDIT AND GUARANTEE AGREEMENT
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Collateral Agent
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Revolving Commitment: $30,000,000
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ANTEC AMENDMENT AND RESTATEMENT
OF CREDIT AND GUARANTEE AGREEMENT
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Issuer
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Revolving Commitment: $25,000,000
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ANTEC AMENDMENT AND RESTATEMENT
OF CREDIT AND GUARANTEE AGREEMENT
WACHOVIA BANK, N.A.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Revolving Commitment: $25,000,000
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EXHIBIT A TO AMENDMENT AND RESTATEMENT
FORM OF MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT
MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT (this "AGREEMENT"), dated
as of April 28, 1999, among THE BANK OF NEW YORK, AS ADMINISTRATIVE AGENT, THE
BANK OF NEW YORK COMPANY, INC. ("BNYCO"), BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION ("BOFA"), THE FIRST NATIONAL BANK OF CHICAGO ("FIRST
CHICAGO"), WACHOVIA BANK, N.A. ("WACHOVIA") and CREDIT AGRICOLE INDOSUEZ
("CREDIT AGRICOLE" and together with BNYCO, BofA, First Chicago and Wachovia,
the "PARTIES", each, individually, a "PARTY").
RECITALS
(b) Reference is made to the Credit and Guarantee Agreement, dated as of May
21, 1998, by and among ANTEC Corporation, a Delaware corporation (the
"BORROWER"), the Subsidiary Guarantors party thereto, the several banks and
other parties from time to time parties thereto (the "LENDERS"), Bank of
America National Trust and Savings Association, as Collateral Agent, and The
Bank of New York, as the administrative agent (in such capacity, THE
"ADMINISTRATIVE AGENT"), as amended by Amendment No. 1, dated as of October 7,
1998 (the "CREDIT AGREEMENT").
(c) Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement. For purposes of this
Agreement, BNYCO, BofA, First Chicago and Wachovia are hereinafter referred to
collectively as the "Continuing Lenders") and Credit Agricole is hereinafter
referred to as the "Exiting Lender".
(d) Immediately after the effectiveness of this Agreement, the Parties, the
Borrower and the Subsidiary Guarantors are amending and restating the Credit
Agreement pursuant to an Amendment and Restatement, dated the date hereof (the
"AMENDMENT AND RESTATEMENT"). Pursuant to the Amendment and Restatement, the
Aggregate Revolving Commitment is being increased to $110,000,000 (the
"INCREASE").
(e) Contemporaneously with the effectiveness of the Increase and the Amendment
and Restatement, the Parties desire to make to make assignments and assumptions
under the Loan Documents upon the terms and conditions herein contained.
Therefore, in consideration of the Recitals, the terms and conditions
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agrees as
follows:
1. Existing Revolving Commitments and Outstandings.
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Each Party hereby represents, warrants and
agrees that, on and as of the date hereof
and immediately prior to giving effect to
the assignments and assumptions
contemplated by Section 2(a), its Revolving
Commitment and outstanding Revolving Loans
are as set forth on Schedule A.
2. Assignments and Assumptions; Payments.
Each Party agrees that it hereby assigns to and/or assumes
from each other Party such rights and such obligations as shall cause its
Revolving Commitment and the outstanding principal amount of its Revolving
Loans (i) prior to the effectiveness of the Increase to be as set forth on Part
I of Schedule B and (ii) after the effectiveness of the Increase to be as set
forth on Part II of Schedule B.
In consideration of the assignments and assumptions set forth
in Section 2(a), each Party shall, on and as of the date hereof, pay to the
Administrative Agent in funds immediately available in New York the amount set
forth adjacent to its name on Part III of Schedule C under the heading "Net to
Administrative Agent", and upon receipt thereof, the Administrative Agent shall
pay to each Party in funds immediately available in New York the amount set
forth adjacent to its name on Part III of Schedule C under the heading "Net
from Administrative Agent".
In furtherance of the assignments and
assumptions set forth in paragraph 2(a),
the Borrower shall, on and as of the date
hereof, pay to the Administrative Agent,
for the account of each Party, in funds
immediately available in New York, an
amount representing accrued interest and
fees to the date hereof, breakage costs and
other similar amounts due on the date
hereof to such Party under the Loan
Documents or otherwise in connection
herewith, and upon receipt thereof, the
Administrative Agent shall pay such amount
to such Lender in funds immediately
available in New York. The Parties
acknowledge and agree that in the event
that after the date hereof the outstanding
principal balance of the Revolving Loans
shall have changed by reason of additional
borrowings, prepayments or otherwise,
proper adjustment shall be made to the
payments due from each Lender hereunder.
3. Representation and Warranties.
Each Party represents and warrants that (a)
it has full power and legal right to
execute and deliver this Agreement and to
perform the provisions hereof, (b)
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the execution, delivery and performance of
this Agreement have been authorized by all
action, corporate or otherwise, and do not
violate any provisions of its
organizational documents or any contractual
obligations or requirement of law binding
on it and (c) this Agreement constitutes
its legal, valid and binding obligation,
enforceable against it in accordance with
its terms. Each Party making an assignment
pursuant to Section 2(a) further represents
and warrants that it is the legal and
beneficial owner of the interest so being
assigned and that such interest is free and
clear of any adverse claim created by such
Party.
4. Conditions Precedent; Assignment Date.
The Parties shall not have any obligation hereunder unless
(i) immediately prior hereto, all Interest Periods with respect to Eurodollar
Loans shall have ended or terminated and all outstanding Revolving Loans shall
be composed of ABR Advances, and (ii) all accrued interest on the Revolving
Loans, all accrued fees payable by the Borrower under the Loan Documents, and
all breakage costs shall have been paid through the Assignment Date.
Subject to the provisions of subsection (a) above, this
Agreement shall become effective on the date on which the Amendment and
Restatement becomes effective (the "ASSIGNMENT DATE") and contemporaneously
with the effectiveness of the Amendment and Restatement. If the Amendment and
Restatement does not become effective, this Agreement shall be of no force and
effect and the Revolving Commitments of the Parties shall be as in effect prior
to the execution and delivery of this Agreement.
5. Binding Effect; Release; Delivery.
From and after the consummation of the transactions
contemplated by Section 2, the Parties acknowledge and agree that (a) each
Party acquiring an assignment pursuant to Section 2(a) shall be a party to and
be bound by the provisions of the Credit Agreement and, to the extent of the
interest so being assigned, have all of the rights and obligations of a Lender
under the Loan Documents and (b) each Party making an assignment pursuant to
Section 2(a) shall, to the extent of the interest so being assigned, relinquish
its rights and be released from its obligations under the Loan Documents.
Notwithstanding the provisions of subsection (a) above, from
and after the consummation of the transactions contemplated by Section 2, the
Parties acknowledge and agree that the Exiting Lender shall no longer have any
rights or obligations under the Loan Documents, it being understood that the
Exiting Lender shall continue to have the benefit of any provision of the Loan
Documents which by its terms survives the termination thereof.
6. Independent Investigation.
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Each Party acquiring an assignment pursuant to Section 2(a)
agrees that it does so totally without recourse to any other Party and, except
as provided in Section 3, without representation or warranty. Each such Party
further acknowledges that it has made its own independent investigation and
credit evaluation of the Borrower in connection with such assignment. Except
for the representations and warranties set forth in Section 3, each such Party
acknowledges that it is not relying on any representation or warranty of any
Credit Party, expressed or implied, including, without limitation, any
representation or warranty relating to the legality, validity, genuineness,
enforceability, collectibility, interest rate, repayment schedule or accrual
status of the assigned loans or commitments, the legality, validity,
genuineness or enforceability of the Loan Documents or the financial condition
or creditworthiness of the Borrower or any Subsidiary Guarantor or any other
Person. With respect to each such Party, no Credit Party has or will be acting
as either the representative, agent or trustee of such Party with respect to
matters arising out of or relating to the Loan Documents or this Agreement.
7. Miscellaneous.
Section headings 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.
This Agreement constitutes the entire contract among the
parties relating to the subject matter hereof and supersedes all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.
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
but one contract.
In the event that any one or more of the provisions contained
in this Agreement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision
in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, legal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.
The provisions of this Agreement shall be binding upon and
inure to the benefit of each Party and its successors and permitted assigns.
This Agreement may not be amended, changed, waived,
supplemented or otherwise modified except by a writing executed by the Parties.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly
executed and delivered by their proper
and duly authorized officers as of the
day and year first above written.
THE BANK OF NEW YORK,
as Administrative Agent
By:
------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
THE BANK OF NEW YORK
COMPANY, INC.
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
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ANTEC ASSIGNMENT AND ASSUMPTION AGREEMENT
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
---------------------------
Name:
-------------------------
Title:
------------------------
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Collateral Agent
By:
---------------------------
Name:
-------------------------
Title:
------------------------
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ANTEC ASSIGNMENT AND ASSUMPTION AGREEMENT
THE FIRST NATIONAL BANK OF
CHICAGO, Individually and as Issuer
By:
---------------------------
Name:
-------------------------
Title:
------------------------
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ANTEC ASSIGNMENT AND ASSUMPTION AGREEMENT
WACHOVIA BANK, N.A.
By:
---------------------------
Name:
-------------------------
Title:
------------------------
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ANTEC ASSIGNMENT AND ASSUMPTION AGREEMENT
CREDIT AGRICOLE INDOSUEZ
By:
---------------------------
Name:
-------------------------
Title:
------------------------------
By:
---------------------------
Name:
-------------------------
Title:
------------------------------
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SCHEDULE A TO
ANTEC ASSIGNMENT AND ASSUMPTION AGREEMENT
REVOLVING COMMITMENTS AND OUTSTANDING
REVOLVING LOANS PRIOR TO ASSIGNMENTS
Outstanding
Lender Revolving Commitment Revolving Loans
------ -------------------- ---------------
The Bank of New York Company, Inc. $22,500,000 $22,500,000
Bank of America NT and SA $22,500,000 $22,500,000
The First National Bank of Chicago $20,000,000 $20,000,000
Wachovia Bank, N.A. $10,000,000 $10,000,000
Credit Agricole Indosuez $10,000,000 $10,000,000
----------- -----------
TOTALS $85,000,000 $85,000,000
=========== ===========
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SCHEDULE B TO
ANTEC ASSIGNMENT AND ASSUMPTION AGREEMENT
PART I
REVOLVING COMMITMENTS AND OUTSTANDING REVOLVING
LOANS AFTER THE ASSIGNMENTS AND PRIOR TO INCREASE
Outstanding
Lender Revolving Commitment Revolving Loans
----- -------------------- ---------------
The Bank of New York Company, Inc. $25,000,000 $25,000,000
Bank of America NT and SA $25,000,000 $25,000,000
The First National Bank of Chicago $22,500,000 $22,500,000
Wachovia Bank, N.A. $12,500,000 $12,500,000
Credit Agricole Indosuez $ - 0 - $ - 0 -
----------- -----------
Totals $85,000,000 $85,000,000
=========== ===========
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PART II
REVOLVING COMMITMENTS AND OUTSTANDING REVOLVING
LOANS AFTER THE ASSIGNMENTS AND PRIOR TO INCREASE
Outstanding
Lender Revolving Commitment Revolving Loans
----- -------------------- ---------------
The Bank of New York Company, Inc. $ 30,000,000 $23,181,818.18
Bank of America NT and SA $ 30,000,000 $23,181,818.18
The First National Bank of Chicago $ 25,000,000 $19,318,181.82
Wachovia Bank, N.A. $ 25,000,000 $19,318,181.82
------------ --------------
Totals $110,000,000 $85,000,000.00
============ ==============
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SCHEDULE C TO
ANTEC ASSIGNMENT AND ASSUMPTION AGREEMENT
PART I
NETTING OF PAYMENTS PRIOR TO INCREASE
Net to Net from
Lender Administrative Agent Administrative Agent
------ -------------------- --------------------
The Bank of New York Company, Inc. $ 2,500,000
Bank of America NT and SA $ 2,500,000
The First National Bank of Chicago $ 2,500,000
Wachovia Bank, N.A. $ 2,500,000
Credit Agricole Indosuez $ -0- $10,000,000
-----------
Totals $10,000,000 $10,000,000
=========== ===========
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PART II
NETTING OF PAYMENTS AFTER GIVING EFFECT TO INCREASE
Net to Net from
Lender Administrative Agent Administrative Agent
------ -------------------- --------------------
The Bank of New York Company, Inc. $1,818,181.82
Bank of America NT and SA $1,818,181.82
The First National Bank of Chicago $3,181,818.18
-------------
Wachovia Bank, N.A. $6,818,181.82
-------------
Totals $6,818,181.82 $6,818,181.82
============= =============
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PART III
AGGREGATE NETTING OF PAYMENTS
Net to Net from
Lender Administrative Agent Administrative Agent
------ -------------------- --------------------
The Bank of New York Company, Inc. $ 681,818.18
Bank of America NT and SA $ 681,818.18
The First National Bank of Chicago $ 681,818.18
Wachovia Bank, N.A. $ 9,318,181.82
Credit Agricole Indosuez $ -0- $ 10,000,000
-------------- --------------
Totals $10,681,818.18 $10,681,818.18
============== ==============
