Contract

Exhibit 10.2

AMENDMENT No. 1, dated as of March 9, 2012 (this “Amendment”), to the Revolving Credit and Guaranty Agreement dated as of January 14, 2011, among CommScope, Inc. (“Parent Borrower”), the other US Borrowers, the European Co-Borrowers, the Guarantors named therein, the Lenders party thereto, JPMorgan Chase Bank, N.A., as U.S. administrative agent for the Lenders and X.X. Xxxxxx Europe Limited, as European administrative agent for the Lenders (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrowers desire to amend the Credit Agreement on the terms set forth herein;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment. The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

Section 2. Representations and Warranties, No Default. The Borrowers hereby represent and warrant that as of the Amendment No. 1 Effective Date, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

Section 3. Effectiveness. Section 1 of this Amendment shall become effective on the date (such date, if any, the “Amendment No. 1 Effective Date”) that the following conditions have been satisfied:

(i) the US Administrative Agent shall have received executed signature pages hereto from (a) each Lender and (b) each Credit Party;

(ii) the US Administrative Agent shall have received from the Parent Borrower a non-refundable fee (the “Amendment Fee”), for the account of each Lender that has delivered an executed signature page hereto on or prior to 5:00 p.m., New York time, March 7, 2012 (the “Consent Deadline”), equal to 0.125% of the principal amount of Revolving Commitments of such Lender on the Amendment No. 1 Effective Date;

(iii) the Borrowers shall have paid all fees owing to the US Administrative Agent, and X.X. Xxxxxx Securities LLC, in its capacity as the lead arranger for this Amendment (“Amendment No. 1 Lead Arranger”) and all reasonable and documented fees and

expenses of the US Administrative Agent and the Amendment No. 1 Lead Arranger (including reasonable and documented fees and expenses of counsel) in connection with the negotiation, execution and delivery of this Amendment and related matters;

(iv) the Borrrowers shall have provided life of loan flood hazard determinations (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party) with respect to each Mortgaged Property. If any portion of any Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Parent Borrower shall (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent;

(v) each Lender that requested a Note pursuant to Section 4 hereof at least three (3) Business Days prior to the Amendment No. 1 Effective Date shall have received an executed Note as provided for therein;

(vi) Holdings and Parent Borrower shall have delivered to the US Administrative Agent an original executed Closing Date Certificate in the form of Exhibit B hereto;

(vii) the US Administrative Agent shall have received (i) copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable in each relevant jurisdiction (other than Germany), certified as of a recent date by the appropriate governmental official, each dated the Amendment No. 1 Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers or directors of such Person executing this Amendment (or any other similar document, as applicable under the Laws of the relevant jurisdiction); (iii) resolutions of the Board of Directors or similar governing body of each Credit Party and in the case of a Dutch limited partnership (commanditaire vennootschap) of the meeting of partners, approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment No. 1 Effective Date by its secretary, director or an assistant secretary as being executed and delivered and in full force and effect without modification or amendment or, if not applicable under the Laws of the relevant jurisdiction, in a similar form; (iv) to the extent applicable, a “long-form” good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation (or an Irish Companies Registration Office search showing that the Irish Borrower is designated as “Normal”), each dated a recent date prior to the Amendment No. 1 Effective Date; (v) in the case of a German Borrower an excerpt from the commercial register dated a recent date prior to the Amendment No. 1 Effective Date, along with a copy of the shareholders list; and (vi) in the case of Dutch private companies with limited liability (besloten vennootschap met beperkte aansprakelijkheid)

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resolutions by the shareholder(s) of each Dutch private company with limited liability approving the resolutions of the Board of Directors referred to under (iii) above and appointing an authorized person to represent the relevant Dutch company in case of a conflict of interest;

(viii) the Agents and the Lenders shall have received a favorable written opinion of (a) Xxxxxx & Xxxxxxx LLP, counsel for the Credit Parties and (b) Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., North Carolina counsel for the Credit Parties, each in form and substance reasonably satisfactory to the US Administrative Agent and

(ix) the Agents shall have received a fully executed Supplemental Deed, dated of even date herewith, by and among the European Administrative Agent and the Credit Parties thereto, in form and substance reasonably satisfactory to the Agents.

Section 4. Replacement Notes. Borrowers agree that each Lender executing this Amendment may request through the US Administrative Agent and shall receive one or more replacement Notes payable to the order of such Lender duly executed by the Borrowers, evidencing such Lender’s Revolving Commitments; provided that such Lender shall have returned to the Parent Borrower any Note held by it for cancellation.

Section 5. Post-Effective Covenant. Within sixty (60) days after the Amendment No. 1 Effective Date, unless waived or extended by the Collateral Agent in its sole discretion, the Collateral Agent shall have received each of the following:

(i) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”), duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where each Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; together with:

(1) a datedown endorsement to the existing mortgage title insurance policies (each, a “Mortgage Policy,” collectively, the “Mortgage Policies”) relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgage assuring the Collateral Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable second priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects, encumbrances and liens except for Permitted Encumbrances (as defined in each Mortgage), and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent;

(2) opinions of local counsel to the Credit Parties, which opinions (x) shall be addressed to the Administrative Agent and Collateral Agent

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and the Secured Parties, (y) shall cover the enforceability of the respective Mortgage as amended by such Mortgage Amendment, the due authorization, execution and delivery of the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Collateral Agent may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Collateral Agent;

(3) such affidavits, certificates, information (including financial data) and instruments of indemnification (including without limitation, a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policies; and

(4) evidence acceptable to the Collateral Agent of payment by the Parent Borrower of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Mortgage Policies.

Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 7. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

Section 8. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 9. Affirmation. Each of the Credit Parties hereby consents to this Amendment and confirms that (a) all obligations (including the Principal Obligations and Parallel Obligations) of such Credit Party under the Credit Documents to which such Credit Party is a party shall continue to apply to the Credit Agreement as amended hereby, (b) each Credit Document to which it is a party is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects and will continue to constitute the legal, valid and binding obligations of such Credit Party, (c) the Liens granted by such Credit Party on all Collateral of such Credit Party continue to secure the payment, performance and discharge of all of the Obligations, and (d) the Guaranty granted by such Credit Party will continue in full force and effect as a continuing security for the payment, performance and discharge of the Obligations.

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Section 10. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the US Administrative Agent, the European Administrative Agent, any other Agent or the Lenders, in each case under the Credit Agreement or any other Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Credit Document. The parties hereto acknowledge and agree that this Amendment does not constitute a novation and reborrowing or termination of the Obligations under the Credit Agreement or the other Credit Documents in effect prior to the Amendment No. 1 Effective Date. Notwithstanding anything to the contrary contained herein, the Agents and/or the Lenders expressly reserve and maintain their rights and prerogatives under the French Collateral Documents in accordance with the provisions of Article 1278 of the French Code civil. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. This Amendment shall constitute a Credit Document for purposes of the Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Credit Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

COMMSCOPE, INC., as Parent Borrower
By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		Executive Vice President

[Signature Page to Amendment]

COMMSCOPE HOLDING COMPANY, INC., as Holdings and a Guarantor
By:		/s/ Xxxxx X. Xxxxx, XX
		Name:		Xxxxx X. Xxxxx, XX
		Title:		Senior Vice President, General Counsel and Secretary

[Signature Page to Amendment]

COMMSCOPE, INC., OF NORTH CAROLINA XXXXXX LLC CONNECTIVITY SOLUTIONS MANUFACTURING, INC. VEXTRA TECHNOLOGIES, LLC, as US Co-Borrowers and Guarantors
By:		/s/ Xxxxx X. Xxxxx, XX
		Name:		Xxxxx X. Xxxxx, XX
		Title:		Senior Vice President

[Signature Page to Amendment]

COMMSCOPE FRANCE S.A.R.L., as European Co-Borrower and Guarantor
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Manager

[Signature Page to Amendment]

XXXXXX AG, as European Co-Borrower and Guarantor
By:		/s/ Xxxxx X. Xxxxx, XX
		Name:		Xxxxx X. Xxxxx, XX
		Title:		Authorized Person

[Signature Page to Amendment]

COMMSCOPE EMEA LIMITED, as European Co- Borrower and Guarantor
By:		/s/ Xxxxx X. Xxxxx, XX
		Name:		Xxxxx X. Xxxxx, XX
		Title:		Director

[Signature Page to Amendment]

XXXXXX WIRELESS SYSTEMS GMBH XXXXXX GMBH, as European Co-Borrowers and Guarantors
By:		/s/ Xxxxx X. Xxxxx, XX
		Name:		Xxxxx X. Xxxxx, XX
		Title:		Authorized Signatory

[Signature Page to Amendment]

CABLE TRANSPORT, INC. XXXXXX SYSTEMS, INC. XXXXX TELECOM LLC COMMSCOPE INTERNATIONAL, INC. COMMSCOPE SOLUTIONS INTERNATIONAL, INC. XXXXXX INTERNATIONAL CORPORATION XXXXXX INTERNATIONAL HOLDING CORPORATION ANTENNA SPECIALISTS CO., INC., as Guarantors
By:		/s/ Xxxxx X. Xxxxx, XX
		Name:		Xxxxx X. Xxxxx, XX
		Title:		Senior Vice President

[Signature Page to Amendment]

COMMSCOPE INTERNATIONAL HOLDINGS, LLC., as Guarantor
By:		CommScope, Inc. of North Carolina, its sole member
By:		/s/ Xxxxx X. Xxxxx, XX
		Name:		Xxxxx X. Xxxxx, XX
		Title:		Senior Vice President

[Signature Page to Amendment]

COMMSCOPE NETHERLANDS GP, LLC., as Guarantor
By:		CommScope International Holdings, LLC, its sole member
By:		CommScope, Inc. of North Carolina, its sole member
By:		/s/ Xxxxx X. Xxxxx, XX
		Name:		Xxxxx X. Xxxxx, XX
		Title:		Senior Vice President

[Signature Page to Amendment]

XXXXXX WIRELESS PRODUCTS B.V. COMMSCOPE NETHERLANDS B.V., as Guarantors
By:		/s/ Xxxxx X. Xxxxx, XX
		Name:		Xxxxx X. Xxxxx, XX
		Title:		Attorney

[Signature Page to Amendment]

CS NETHERLANDS C.V., as Guarantor
By:		CommScope International, Inc., its general partner
By:		/s/ Xxxxx X. Xxxxx, XX
		Name:		Xxxxx X. Xxxxx, XX
		Title:		Senior Vice President

[Signature Page to Amendment]

JPMORGAN CHASE BANK, N.A., as US Administrative Agent and a Lender
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Executive Director
X.X. XXXXXX EUROPE LIMITED, as European Administrative Agent and a Lender
By:
		Name:
		Title:

[Signature Page to Amendment]

JPMORGAN CHASE BANK, N.A., as US Administrative Agent and a Lender
By:
		Name:
		Title:
X.X. XXXXXX EUROPE LIMITED, as European Administrative Agent and a Lender
By:		/s/ Xxx Xxxxx
		Name:		Xxx Xxxxx
		Title:		Senior Vice President

[Signature Page to Amendment]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written

BANK OF AMERICA, N.A.
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Senior Vice President

Commitment: $42,000,000.00
Notice Address: Bank of America Business Capital 000 Xxxxxxxx Xxxxxxx XX Xxxxx 000 Xxxxxxx, XX 00000
Attention:		Loan Administration Manager
Telephone:		000.000.0000
Facsimile:		404.607.3277

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written

XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Vice President

Commitment: $40,000,000.00 (US Tranche)
Notice Address: 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000
Attention:		Xxxx Xxxxxxxx
Telephone:		000-000-0000
Facsimile:		000-000-0000

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written

Royal Bank of Canada
By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Attorney-in-Fact
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Attorney-in-Fact

Commitment: $40,000,000.00
Notice Address:
000 Xxx Xx; 00xx Xx
Xxxxxxx, XX
Xxxxxx
X0X 0X0
Attention:		Xxxx Xxxxxxxx
Telephone:		000-000-0000
Facsimile:		000-000-0000

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Vice President

Commitment: $40,000,000.00

Notice Address:

000 X. XxXxxxx Xxxxxx, Xxxxx 000

Xxxxxxx, Xxxxxxxx 00000

Attention:		Xxxxx Xxxxxxxx
Telephone:		000-000-0000
Facsimile:		000-000-0000

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written

Sumitomo Mitsui Banking Corporation
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
By:
Name:
Title:

Commitment: $40,000,000
Notice Address:
000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Attention:		Xxxxxxxx Xxxxxxx
Telephone:		000-000-0000
Facsimile:		212-224-4384

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written

DEUTCHE BANK AG NEW YORK BRANCH
By:		/s/ Xxxxxx X. Xxxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxxx
Title:		Director
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Director

Commitment: $40,000,000.00
Notice Address:
Attention:		Xxxxxxxx X. Xxxxxx
Telephone:		000-000-0000
Facsimile:		000-000-0000

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written

Siemens Financial Services, Inc.
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Vice President
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		SVP
Commitment: $25,000,000
Notice Address: 000 Xxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written

Mizuho Corporate Bank, Ltd.
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Deputy General Manager
Commitment: $20,000,000.00
Notice Address:
Attention:
Telephone:
Facsimile:

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written

REGIONS BANK
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Managing Director
Commitment: $42,000,000 US Tranche
Notice Address:
0000 Xxxx Xxxxxxxxx Xx. XX, Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxx
Telephone: 000.000.0000
Facsimile: 404.221.4361

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written

PNC Bank, National Association
By:		/s/ Xxxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxx
Title:		Assistant Vice President
Commitment: $ 29,000,000
Notice Address:
Attention: Xxxxxxx Xxxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000

[Signature Page to Amendment No. 1]