EXHIBIT 10.1(e)
ACKNOWLEDGEMENT
Dated as of July 25, 2002
The CIT Group/Business Credit, Inc.,
as Administrative Agent, Syndication Agent and Collateral Agent
Each Lender (as defined below) party to,
the Credit Agreement (as defined below)
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated August 3,
2001 by and among Arris International, Inc., a Delaware corporation
("COMPANY"), Arris Interactive L.L.C., a Delaware limited liability company
("ARRIS INTERACTIVE"), each of Company's subsidiaries listed on the signature
pages thereof (Company, Arris Interactive and each such subsidiary are
collectively referred to on a joint and several basis, as the "BORROWERS"), the
financial institutions listed on the signature pages thereof (collectively, the
"LENDERS"), Credit Suisse First Boston, as syndication agent for Lenders, lead
arranger and book running manager, and The CIT Group/Business Credit, Inc., as
administrative agent and collateral agent (in such capacity, the
"ADMINISTRATIVE Agent") for Lenders, as amended by that certain First Amendment
to Credit Agreement dated as of January 8, 2002, as supplemented by that
certain Acknowledgement dated as of March 21, 2002, as further amended by that
certain Second Amendment to Credit Agreement dated as of April 17, 2002, as
further amended by that certain Third Amendment to Credit Agreement dated as of
April 24, 2002 and as further amended by that certain Fourth Amendment to
Credit Agreement dated as of May 31, 2002 (as so amended, restated,
supplemented or otherwise modified as of the date hereof, the "CREDIT
AGREEMENT"). Capitalized terms used herein without definition shall have the
meanings herein as set forth in the Credit Agreement.
The Borrowers and the Lenders hereby acknowledge and agree that solely
for purposes of calculating the Consolidated Fixed Charge Coverage Ratio in
accordance with subsection 7.6A of the Credit Agreement for each of the
four-Fiscal Quarter periods ending June 30, 2002, September 30, 2002, December
31, 2002 and March 31, 2003, Consolidated EBITDA shall be increased by an
amount equal to the actual amount deducted by Holdings and its Subsidiaries
from the calculation of Consolidated Net Income during the second Fiscal
Quarter of 2002 in connection with the inability of Holdings and its
Subsidiaries to collect certain receivables of Adelphia Communications Corp.;
provided, that the maximum aggregate amount that shall be included in
Consolidated EBITDA in connection with such receivables shall not exceed
$20,200,000.
Except as specifically set forth in this acknowledgement (the
"ACKNOWLEDGEMENT"), the Credit Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed. The
execution, delivery and performance of this
Acknowledgement shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power or
remedy of Administrative Agent or any Lender under, the Credit Agreement or any
of the other Loan Documents.
THIS ACKNOWLEDGEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
This Acknowledgement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Acknowledgement shall become effective upon (i) receipt by
Administrative Agent of a fee equal to $150,000, to be distributed among each
Lender that has executed and delivered a counterpart of this Acknowledgment, in
proportion to the amount of each such Lender's Revolving Loan Exposure to the
aggregate amount of the Revolving Loan Exposure of all such Lenders, and (ii)
the execution of a counterpart hereof by each of the Borrowers and the
Requisite Lenders and receipt by Company and Administrative Agent of written or
telephonic notification of such execution and authorization of delivery
thereof.
[The Remainder Of This Page Has Been Left Blank Intentionally]
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IN WITNESS WHEREOF, each party hereto has executed this
letter agreement on the date first above written.
Sincerely,
ARRIS INTERNATIONAL, INC.
By:
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Name: Lawrence A. Margolis
Title: Executive Vice President,
Chief Financial Officer &
Secretary
ARRIS INTERACTIVE L.L.C.
By:
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Name: Lawrence A. Margolis
Title: Executive Vice President
ANTEC ASSET MANAGEMENT COMPANY
By:
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Name: Lawrence A. Margolis
Title: President
ANTEC LICENSING COMPANY
By:
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Name: Lawrence A. Margolis
Title: President
TEXSCAN CORPORATION
By:
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Name: Lawrence A. Margolis
Title: Chairman of the Board
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ELECTRONIC CONNECTOR CORPORATION OF ILLINOIS
By:
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Name: Lawrence A. Margolis
Title: Vice President
POWER GUARD, INC.
By:
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Name: Lawrence A. Margolis
Title: Vice President
ELECTRONIC SYSTEM PRODUCTS INC.
By:
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Name: Lawrence A. Margolis
Title: Vice President
KEPTEL, INC.
By:
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Name: Lawrence A. Margolis
Title: Vice President
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ACKNOWLEDGED AND AGREED:
THE CIT GROUP/BUSINESS CREDIT, INC.,
individually and as Administrative Agent and Collateral Agent
By:
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Name: John F. Bohan
Title: Vice President
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AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By:
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Name:
Title:
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COMERICA BANK
By:
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Name:
Title:
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CONGRESS FINANCIAL CORPORATION
(SOUTHERN)
By:
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Name:
Title:
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FLEET CAPITAL CORPORATION
By:
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Name:
Title:
S-7
GMAC COMMERCIAL CREDIT LLC
By:
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Name:
Title:
S-8
PNC BANK, NATIONAL ASSOCIATION
By:
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Name:
Title:
By:
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Name:
Title:
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