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EXHIBIT 10.10(d)
AMENDMENT NO. 4
TO THE
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 4 (this "Amendment"), dated as of September 30, 1997, to and
under the FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of
March 14, 1995, as amended by Amendment No. 1, dated as of December 30, 1995,
Amendment No. 2 and Consent No. 2, dated as of July 22, 1996 and Amendment No.
3 and Waiver No. 2, dated as of March 31, 1997 (as so amended, the "Credit
Agreement"), by and among ANTEC CORPORATION, a Delaware corporation (the
"Borrower"), the Lenders party thereto, THE BANK OF NEW YORK and BANK OF
AMERICA, ILLINOIS, as agents (collectively in such capacity, the "Agents") and
THE BANK OF NEW YORK, as administrative agent (in such capacity, the
"Administrative Agent").
RECITALS
A. Capitalized terms used herein which are not defined herein and which
are defined in the Credit Agreement shall have the same meanings as therein
defined.
B. The Borrower has requested that the Agents and the Lenders amend the
Credit Agreement with respect to certain financial covenants and the Agents and
Required Lenders are willing to do so subject to the terms and conditions
hereinafter set forth.
Accordingly, in consideration of the covenants, conditions and agreements
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. Subject to Paragraph 5 hereof, effective as of July 1, 1997, Section
7.12 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
Maintain at all times during the periods set forth below, an
Interest Coverage Ratio of not less than the ratios set forth below:
Period Ratio
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July 1, 1997 through
September 30, 1997 2.00:1.00
October 1, 1997 through
December 31, 1997 1.75:1.00
January 1, 1998 through
March 31, 1998 1.50:1.00
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April 1, 1998 through
June 30, 1998 1.75:1.00
July 1, 1998 through
September 30, 1998 2.25:1.00
October 1, 1998 and
thereafter 2.50:1.00
2. Subject to Paragraph 5 hereof, effective as of July 1, 1997, Section
7.13 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
Maintain at all times during the periods set forth below, a Leverage
Ratio of not greater than the ratios set forth below:
Period Ratio
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July 1, 1997 through
December 31, 1997 3.25:1.00
January 1, 1998 through
June 30, 1998 3.50:1.00
July 1, 1998 and
thereafter 3.00:1.00
3. Except as amended hereby, the Credit Agreement shall in all other
respects remain in full force and effect.
4. In order to induce the Agents and the Lenders to execute this
Amendment, the Borrower (i) reaffirms and admits the validity and
enforceability of the Load Documents and its obligations thereunder, (ii)
represents and warrants that each of the representations and warranties
contained in the Credit Agreement is and shall be true and correct in all
respects with the same force and effect as if made on and as of the date
hereof, and (iii) certifies that immediately before and after giving effect
to this Amendment, no Default or Event of Default exists.
5. This Amendment shall be effective at such time as the Administrative
Agent shall have received this Amendment, duly executed by the Borrower, each
Guarantor and Required Lenders.
6. This Amendment may be executed in any number of counterparts, each of
which shall be an original and all of which shall constitute one agreement. It
shall not be necessary in making proof of this Amendment to produce or account
for more than one counterpart containing the signature of the party to be
charged.
7. This Amendment is being delivered, and is intended to be performed, in
the State of New York, and shall be construed and enforceable in accordance
with, and be governed by the internal laws of the State of New York, without
regard to principles of conflict of laws.
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8. This Amendment shall be subject to such conditions and limitations as
are specified herein, and the rights of the Loan Parties, the Lenders and the
Agents under the Credit Agreement and the other Loan Documents shall be
otherwise unaffected.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Executive Vice President
THE BANK OF NEW YORK
Individually, as Agent and as
Administrative Agent
By: /s/ Xxxxxxx X'Xxxx
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Name: Xxxxxxx X'Xxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
Individually and as Agent
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Senior Vice President
CAISSE NATIONALE DE CREDIT AGRICOLE
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Senior Vice President/Branch Manager
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Vice President
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BANQUE PARIBAS
By:
------------------------------
Name:
Title:
By:
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Name:
Title:
BANK OF MONTREAL
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Director
THE BANK OF NOVA SCOTIA
By:
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Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
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By signing below, each of the Subsidiary Guarantors consents to the
foregoing Amendment.
ANTEC LATIN AMERICA, INC.
ANTEC DIGITAL VIDEO INC.
ANIXTER CATV INDUSTRIES
ELECTRONIC CONNECTOR CORPORATION OF ILLINOIS
ELECTRONIC SYSTEM PRODUCTS INC.
ENGINEERING TECHNOLOGIES GROUP INC.
HOME SATELLITE SYSTEMS
ITEL HOLDINGS, INC.
KEPTEL, INC.
MSO SUPPLY COMPANY
POWER GUARD, INC.
REGAL TECHNOLOGIES, LTD.
COMFAB TECHNOLOGIES, INC.
BENEFIT CONNECTIONS, INC.
ANTEC INTERNATIONAL HOLDINGS INC.
ANTEC PACIFIC INC.
ANTEC SPAIN INC.
SCIENTIFIC-ATLANTA LA VENTURE, INC.
TSX CORPORATION
TEXSCAN CORPORATION
TEXSCAN MSI CORPORATION
TEXSCAN TRADING COMPANY
AS TO EACH OF THE FOREGOING
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Executive Vice President
