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FIRST AMENDMENT TO THE CREDIT AGREEMENT
FIRST AMENDMENT, dated as of March 18, 1998 (this "First Amendment"),
to the Credit Agreement, dated as of July 23, 1997 (as amended, supplemented, or
otherwise modified from time to time, the "Credit Agreement"), among GENERAL
INSTRUMENT CORPORATION, a Delaware corporation formerly known as Next Level
Systems, Inc. (the "Company"), the several lenders from time to time parties
thereto (the "Banks"), THE CHASE MANHATTAN BANK, a New York banking corporation,
as administrative agent for the Banks (in such capacity, the "Administrative
Agent"), and the financial institutions named therein as co-agents for the Banks
(in such capacity, collectively, the "Co-Agents"; each, individually, a
"Co-Agent").
W I T N E S S E T H:
WHEREAS, the Company, the Banks, the Administrative Agent and the
Co-Agents are parties to the Credit Agreement.
WHEREAS, the Company has requested that the Banks amend the Credit
Agreement as set forth herein;
WHEREAS, the Banks, the Administrative Agent and the Co-Agents are
willing to agree to such amendment to the Credit Agreement, subject to the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Company, the Banks, the Administrative Agent and the
Co-Agents hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
which are defined in the Credit Agreement are used herein as therein defined.
2. Amendment to Subsection 1.1 (Defined Terms). Susbsection 1.1 of the
Credit Agreement is hereby amended by inserting a new clause at the end of the
definition of "Consolidated EBITDA" and prior to the first proviso appearing
therein and by amending the words "and (e)" appearing therein to read ", (e)";
such new clause to read in full as follows:
"and (f) all of the Company's restructuring and other charges
associated with the restructuring of the Company's satellite business,
the transfer of the Company's Next Level Communication business to a
separate joint venture and miscellaneous other charges associated
principally with the change of the Company's name, the Fuba acquisition
and the reduction of the Company's overhead expense through
consolidation of the Company's corporate facilities in its Horsham,
Pennsylvania facilities (collectively, the "Restructuring") in an
aggregate amount not to exceed $87 million for the quarter ended
December 31, 1997 and in an aggregate amount not to exceed $116 million
for the quarter ended March 31, 1998;"
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3. Representations and Warranties. The Company hereby confirms,
reaffirms and restates the representations and warranties set forth in Section 4
of the Credit Agreement. The Company represents and warrants that, after giving
effect to this First Amendment, no Default or Event of Default has occurred and
is continuing.
4. Effectiveness. This First Amendment shall become effective as of the
date upon which the Administrative Agent receives counterparts of this First
Amendment duly executed by the Company and the Required Banks.
5. Continuing Effect of the Credit Agreement. This First Amendment
shall not constitute an amendment of any other provision of the Credit Agreement
not expressly referred to herein and shall not be construed as a waiver or
consent of the Banks, the Administrative Agent or the Co-Agents. Except as
expressly amended hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect.
6. Counterparts. This First Amendment may be executed by the parties
hereto in any number of separate counterparts, each of which shall be deemed to
be an original, and all of which taken together shall be deemed to constitute
one and the same instrument.
7. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed and delivered in New York, New York by their respective
proper and duly authorized officers as of the day and year first above written.
GENERAL INSTRUMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as Administrative
Agent, as a Co-Agent and as a Bank
By: /s/ Xxxxxxx Xxxxxx
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Co-Agent and as a
Bank
By: /s/ Xxxxx XxXxxxx
Title: Managing Director
BANKBOSTON, N.A., as a Co-Agent and as a Bank
By: /s/ Xxxxxx X. MacElling
Title: Vice President
THE BANK OF NOVA, as a Co-Agent and as a Bank
By: /s/[Name Illegible]
Title: Senior Manager Loan Operations
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BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as a Co-Agent and as a Bank
By: /s/ Xxxxxx Xxxxxxxx
Title: Vice President
CAISSE NATIONALE DE CREDIT AGRICOLE, as
a Co-Agent and as a Bank
By: /s/ Xxxxx Xxxxx
Title:
By: /s/ Xxxx Xxxxxx
Title: Senior Vice President
CIBC INC., as a Co-Agent and as a Bank
By: /s/ Xxxxxxx X. Xxxxx
Title: Managing Director
CIBC Xxxxxxxxxxx Corp., AS AGENT
DEUTSCHE BANK, AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH, as a
Co-Agent and as a Bank
By: /s/ Xxxxx [Last Name Illegible]
Title: Associate
By: /s/ Xxxxxxx Xxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED, as a Co-Agent and as \
a Bank
By:
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NATIONSBANK, N.A., as a Co-Agent and as a Bank
By: [Name Illegible]
Title: Vice President
THE BANK OF NEW YORK
By: [Name Illegible]
Title: Vice President
BANQUE NATIONALE DE PARIS
By: [Name Illegible]
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Xxxxxx Xxxxxxxx
Title: Vice President and Group Leader
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: [Name Illegible]
Title: Senior Vice President/
Deputy General Manager
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxxxx X. Xxxx
Title: Vice President
THE SANWA BANK LIMITED, CHICAGO BRANCH
By: [Name Illegible]
Title: Assistant General Manager
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THE SUMITOMO BANK, LTD., CHICAGO BRANCH
By: /s/ Xxx-Xxxxxx Xxxxxxxxx
Title: Joint General Manager
THE SUMITOMO TRUST AND BANKING CO., LTD.,
NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxxx
Title: Vice President
