EXHIBIT 10.7.1
WACHOVIA CROSS CURRENCY RATE
AND FORWARD FOREIGN EXCHANGE TRANSACTION
CONFIRMATION
- --------------------------------------------------------------------------------
DATE: December 03, 2002
TO: Commscope, Inc. of North Carolina ("Counterparty")
ADDRESS: 1100 Commscope Place Southeast
Hickory NC
28603 USA
FAX: 828-315-2958
ATTENTION: Barry Graham
FROM: Wachovia Bank, National Association ("Wachovia")
REF NO. 161116
Dear Barry Graham:
This confirms the terms of the Transaction described below between
Counterparty and Wachovia. The definitions and provisions contained in the
2000 ISDA Definitions and as amended and supplemented by the 1998 ISDA Euro
Definitions, as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. In the event of
any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern. Fixed Amounts and Floating
Amounts for each applicable Payment Date hereunder will be calculated in
accordance with the ISDA Definitions, and if any Fixed Amount and Floating
Amount are for the same Payment Date hereunder, then those amounts shall
not be payable and instead the Fixed Rate Payer shall pay the positive
difference, if any, between the Fixed Amount and the Floating Amount, and
the Floating Rate Payer shall pay the positive difference, if any, between
the Floating Amount and the Fixed Amount.
1. The terms of the particular Transaction to which the Confirmation
relates are as follows:
Transaction Type: Cross Currency Rate Swap, subject to Optional Early
- ---------------- Termination Term:
Term:
- ----
Trade Date: November 27, 2002
Effective Date: December 02, 2002
Termination Date: December 01, 2009
Fixed Amounts I:
- ---------------
Fixed Rate Payer I: Wachovia
Fixed Rate Payer I
Currency Amount: USD 20,000,000.00
Period End Dates: Semi-annually on the 1st of each June and December
commencing June 01, 2003, through and including the
Termination Date; No Adjustment.
Payment Dates: Semi-annually on the 1st of each June and December
commencing June 02, 2003, through and including the
Termination Date.
Business Day Convention: Modified Following
Business Day: New York, TARGET Settlement Day
Fixed Rate: 4.00%
Fixed Rate Day Count
Fraction: 30./360
Fixed Amounts II:
- ----------------
Fixed Rate Payer II: Counterparty
Currency Amount: EUR 20,253,164.56
Period End Dates: Semi-annually on the 1st of each June and December
commencing June 01, 2003, through and including the
Termination Date; No Adjustment.
Payment Dates: Semi-annually on the 1st of each June and December
commencing June 02, 2003, through and including the
Termination Date.
Business Day Convention: Modified Following
Business Day: New York, TARGET Settlement Day
Fixed Rate: 4.54%
Fixed Rate Day Count
Fraction: 30/360
2. The additional provisions of this Confirmation are as follows:
Calculation Agent: Wachovia
- -----------------
Initial Exchange
- ---------------
Initial Exchange Date The Effective Date
Wachovia Initial
Exchange Amount EUR 10,618,912.50
Counterparty Initial
Exchange Amount USD 10,486,176.09
Final Exchange
- --------------
Final Exchange Date The Termination Date
Wachovia Final
Exchange Amount USD 20,000,000.00
Counterparty Final
Exchange Amount EUR 20,353,164.56
Payment Instructions: USD
- -------------------- ---
Bank Name: Wachovia Bank, National Association, New
York
Account No: 2000191755725
SWIFT Code: PNBPUS3NNYC
Ref: Derivative Desk
EUR
---
Bank Name: Bayerische Landesbank-Munich
Account No: 0000008116711
SWIFT Code: BYLADEMM
Wachovia Contacts: Settlements and/or Rate Resets:
- ----------------- Tel: (800) 249-3865
Fax: (704) 383-9139
Documentation:
Tel: (704) 715-1023
Fax: (704) 383-9139
Collateral:
Tel: (704) 383-9529
Payments to Counterparty: Please quote transaction reference number.
- ------------------------ Please provide written payment instructions.
Wachovia will make no payments until
written payment instructions are received.
Phone: 1-800-249-3865 Fax: 1-704-383-8429
Optional Termination:
- --------------------
Either party may elect to terminate this Transaction on the following
dates, subject to the Modified Following Business Day Convention:
January 24, 2003
by oral telephonic notice of that date (the "Optional Termination Date")
given to the other party by 4:00pm. (New York time), and confirmed in
writing by facsimile transmission by 5:00pm. (New York time), 2 New York
Business Days prior to the Optional Termination Date, provided that an
Event of Default or Potential Event of Default does not exist with respect
to the party making the election, and provided further that this
Transaction does not otherwise become a Terminated Transaction under
Section 6(e) of the Agreement on or before the Optional Termination Date.
Unless prior to the Optional Termination Date the parties otherwise agree
on the termination date and the amount, due date and payor of the
termination payment to be made, then upon such election this Transaction
will terminate on the Optional Termination Date and be replaced by an
obligation of one party to make a payment under Section 6(e) of the
Agreement for this Transaction ("Cash Settlement Amount"). For that
purpose, (i) the Early Termination Date is the Optional Termination Date,
(ii) the Terminated Transaction is this Transaction, (iii) the Affected
Party is the Counterparty, and (iv) Wachovia will determine the Settlement
Amount for this Transaction. The Cash Settlement Amount will be due on the
New York Business Day following the Optional Termination Date by the party
obligated to pay that amount under section (6)(e) of the Agreement.
For any such election, Wachovia agrees to receive oral telephonic notice at
(704) 374-3471 and facsimile confirmation thereof at (704) 383-0575, and
Counterparty agrees to receive oral telephonic notice at 828-315-2991 and
facsimile confirmation thereof at 828-315-2958.
Additional Terms:
- ----------------
It is hereby acknowledged that, in lieu of Counterparty paying to Wachovia
a termination fee as consideration for the early termination of that
certain Transaction evidenced by a Confirmation dated March 10, 1999
between Wachovia and Counterparty, the terms of this Transaction have been
adjusted to reflect the value to Wachovia on the Trade Date of forgoing the
receipt of any such termination fee.
Documentation
- -------------
If at any time there exists a master agreement (however described) between
the parties governing this Transaction ("Master Agreement"), this
Confirmation supplements, forms part of and will be governed by the Master
Agreement.
In the absence of such Master Agreement, this Confirmation shall
supplement, form a part of, and be subject to an agreement in the form of
the 1992 ISDA Master Agreement (Multicurrency-Cross Border) version
published by the International Swaps and Derivatives Association, Inc.
("ISDA Master") as if the parties had executed an agreement in such form,
but without any Schedule except for the election of New York law (without
regard to conflicts of law principles), and this Confirmation together with
the ISDA Master shall form a binding and complete contract between the
parties. Neither party is acting as the other party's financial advisor for
this Transaction nor is it relying on the other party for any evaluation of
the present or future results, consequences, risks, and benefits of this
transaction, whether financial, accounting, tax, legal, or otherwise.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us.
Very truly yours,
Wachovia Bank, National Association
By: /s/ JANET R. MALKEMES
-------------------------------
Name: Janet R. Malkemes
Title Associate
By: /s/ JAMES L. COLLINS
-------------------------------
Name: James L. Collins
Title Vice President
Accepted and confirmed as of date first above written:
Commscope, Inc. of North Carolina
By: /s/ BARRY D. GRAHAM
-------------------------------
Name: Barry D. Graham
Title Treasurer