Exhibit 10.11.2
SECOND AMENDMENT
TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment"),
dated as of June 28, 2000, between FIRST UNION NATIONAL BANK, a national
banking association (the "Bank"), COMMSCOPE, INC. OF NORTH CAROLINA, a
North Carolina corporation (the "Borrower") and the guarantors listed on
the signature page hereto (the "Guarantors").
STATEMENT OF PURPOSE
The Bank, the Borrower and the Guarantors are parties to the Credit
Agreement dated as of February 26, 1999 (as amended, restated, supplemented
or otherwise modified, the "Credit Agreement"), pursuant to which the Bank
has agreed to extend, and has extended, a credit facility to the Borrower.
The parties now desire to amend the Credit Agreement in certain
respects on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto hereby agree as follows:
Section 1. Definitions. All capitalized terms used and not defined herein
shall have the meanings given thereto in the Credit Agreement.
Section 2. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a) Section 6.14 of the Credit Agreement shall be amended by (i)
deleting the word "and" from the end of the clause (f), (ii) deleting the
period at the end of clause (g) and substituting therefor the phrase ";
and" and (iii) adding thereto the following new clause (h):
"(h) Indebtedness of the Borrower to Holdings representing the
loan by Holdings to the Borrower of the proceeds of the Holdings
Senior Subordinated Notes."
(b) Paragraph (i) Of Section 9.1 of the Credit Agreement is hereby
amended by (i) deleting the word "or" from the end of the clause (iii)
thereof and substituting therefor a comma and (ii) deleting the phrase ";
or" at the end of the clause (iv) and substituting therefor the following:
"or (iv) the loan by Holdings to the Borrower of the proceeds of the
Holdings Senior Subordinated Notes; or"
Section 3. Representations and Warranties/No Default.
(a) By its execution hereof, the Borrower hereby certifies that (after
giving effect to this Second Amendment) each of the representations and
warranties set forth in the Credit Agreement and the other Loan Documents
is true and correct as of the date hereof as if fully set forth herein and
that as of the date hereof no Default or Event of Default has occurred and
is continuing.
(b) By its execution hereof, the Borrower hereby represents and
warrants that each of the Credit Parties has the right, power and authority
and has taken all necessary corporate and other action to authorize the
execution, delivery and performance of this Second Amendment and each other
document executed in connection herewith to which it is a party in
accordance with their respective terms. This Second Amendment has been duly
executed and delivered by the duly authorized officers of the Credit
Parties party thereto, and each such document constitutes the legal, valid
and binding obligation of such Credit Parties, enforceable in accordance
with its terms.
Section 4. Limited Amendment. Except as expressly amended and waived
herein, each provision of the Credit Agreement and each provision of each
other Loan Document shall continue to be, and shall remain, in full force
and effect. This Second Amendment shall not be deemed or otherwise
construed (a) to be a waiver of, or consent to, or a modification or
amendment of, any other term or condition of the Credit Agreement or any
other Loan Document, (b) to be a commitment or any other undertaking by the
Bank to engage in any further amendment or waiver of any aspect of the
Credit Agreement or any other Loan Document or (c) to prejudice any other
right or rights which the Bank may now have or may have in the future under
or in connection with the Credit Agreement or the Loan Documents or any of
the instruments or agreements referred to therein, as the same may be
amended or modified from time to time.
Section 5. Costs and Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses of the Bank in connection with the preparation,
execution and delivery of this Second Amendment, including without
limitation, the reasonable fees and disbursements of counsel for the Bank.
Section 6. Counterparts. This Second Amendment may be executed by one
or more of the parties hereto in any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
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Section 7. Governing Law. This Second Amendment shall be governed by,
and construed and interpreted in accordance with, the laws of the State of
North Carolina, without reference to the conflicts or choice of law
principles thereof.
Section 8. Entire Agreement. This Second Amendment, together with the
Credit Agreement and the other Loan Documents, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements. The Borrower acknowledges that there are
no other agreements of any kind, whether written or oral pertaining to the
subject matter hereof, not memorialized in the Second Amendment, the Credit
Agreement and the other Loan Documents.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed and delivered under seal by their respective duly
authorized officers as of the date first above written.
BORROWER:
COMMSCOPE, INC. OF NORTH CAROLINA
[CORPORATE SEAL]
/s/Frank B. Wyatt, II, Secretary
By: /s/Barry D. Graham
----------------------------
Name: Barry D. Graham
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Title: Treasurer
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BANK:
FIRST UNION NATIONAL BANK
By: /s/Frederick E. Blumer
----------------------------
Name: Frederick E. Blumer
---------------------
Title: Vice President
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GUARANTOR:
COMMSCOPE, INC.
[CORPORATE SEAL]
/s/Frank B. Wyatt, II, Secretary
By: /s/Barry D. Graham
----------------------------
Name: Barry D. Graham
---------------------
Title: Treasurer
---------------------
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