EXHIBIT 10.1
FIFTH AMENDMENT
TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of September 30, 2002 and entered into by and among ARRIS
INTERNATIONAL, INC., a Delaware corporation (the "COMPANY"), ARRIS INTERACTIVE
L.L.C., a Delaware limited liability company ("ARRIS"), EACH OF COMPANY'S
SUBSIDIARIES LISTED ON THE SIGNATURE PAGES HEREOF (Company, Arris and each such
subsidiary are individually referred to herein as a "BORROWER" and,
collectively, on a joint and several basis, as the "BORROWERS"), THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a "LENDER" and collectively as "LENDERS") and THE CIT GROUP/BUSINESS
CREDIT, INC., as administrative agent, collateral agent and syndication agent
for Lenders (in such capacity, "ADMINISTRATIVE AGENT"), and is made with
reference to that certain Credit Agreement dated as of August 3, 2001, 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, as further amended by that
certain Fourth Amendment to Credit Agreement dated as of May 31, 2002 and as
supplemented by that certain Consent dated as of September 30, 2002 (as so
amended, and supplemented as of the date hereof, the "CREDIT AGREEMENT"), by and
among the Borrowers, Lenders, Syndication Agent and Administrative Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Borrowers and Lenders desire to amend the Credit
Agreement to: (i) allow Borrower to repay and redeem the Convertible
Subordinated Notes with Cash generated by operations of the Borrowers and their
Subsidiaries; (ii) reduce the Revolving Loan Commitments to $125,000,000 by
terminating the Revolving Loan Commitment of PNC Bank, National Association;
(iii) make interest on the loans and the commitment fees payable on a monthly
basis; and (iv) make certain other amendments as set forth below;
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
AMENDMENTS TO THE CREDIT AGREEMENT
AMENDMENTS TO SECTION 1: PROVISIONS RELATING TO DEFINED TERMS
Subsection 1.1 of the Credit Agreement is hereby amended by
adding thereto the following definitions, which shall be inserted in proper
alphabetical order:
"CASH AVAILABILITY" means the sum of Restricted Cash plus
Excess Availability.
"FIFTH AMENDMENT" means the Fifth Amendment to this Agreement
dated as of September 30, 2002.
"FIFTH AMENDMENT EFFECTIVE DATE" means the date the Fifth
Amendment to this Agreement became effective in accordance with its
terms.
"PNC BANK" means PNC Bank, National Association.
"PERMITTED CASH REPAYMENT AMOUNT" has the meaning set forth in
subsection 7.5(xi)"
"REDEMPTION/REPAYMENT ACCOUNT" has the meaning set forth in
subsection 6.16.
"REDEMPTION PLAN" means the plan delivered by the Company to
Administrative Agent and Lenders dated July, 2002, describing the
amounts Holdings and its Subsidiaries intend to expend in connection
with the redemption and/or repayment of the Convertible Subordinated
Notes.
"RESTRICTED CASH" means Cash deposited by the Company or any
other Borrower in the Restricted Collateral Account to provide cash
collateral for the Commitments.
"RESTRICTED COLLATERAL ACCOUNT" means Administrative Agent's
account maintained with Chase Manhattan Bank, NA as the restricted
collateral account or such other account established by Administrative
Agent as the restricted collateral account.
Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting the definitions of "Consolidated Fixed Charges", "Interest
Payment Date" and "Revolving Commitment Termination Date" therefrom in their
entirety and substituting the following therefore:
"CONSOLIDATED FIXED CHARGES" means, for any period, the sum
(without duplication) of the amounts for such period of (i)
Consolidated Cash Interest Expense, including, without limitation, that
portion of payments under Capital Leases attributable under GAAP to a
payment of interest, (ii) scheduled principal payments in respect of
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Consolidated Total Debt (other than any payment of principal of the
Subordinated Convertible Notes), including, without limitation, that
portion of payments under Capital Leases attributable under GAAP to a
payment of principal and (iii) Consolidated Cash Taxes, all of the
foregoing as determined on a consolidated basis for Holdings and its
Subsidiaries in conformity with GAAP.
"INTEREST PAYMENT DATE" means (i) with respect to any Base
Rate Loan (x) prior to the Fifth Amendment Effective Date, the last
Business Day of each March, June, September and December of each year,
commencing on the first such date to occur after the Closing Date and
(y) on and after the Fifth Amendment Effective Date, the last Business
Day of each calendar month of each year and (ii) with respect to any
Eurodollar Rate Loan, (x) prior to the Fifth Amendment Effective Date,
the last day of each Interest Period applicable to such Loan and (y) on
and after the Fifth Amendment Effective Date, the last Business Day of
each calendar month of each year and the last day of each Interest
Period applicable to such Loan if such date is not otherwise an
Interest Payment Date for such Loan."
"REVOLVING LOAN COMMITMENT TERMINATION DATE" means August 3,
2004.
AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND
LOANS
Subsection 2.3A of the Credit Agreement is hereby amended by
deleting the language in such subsection appearing after the chart contained in
such subsection and substituting therefore the following:
"such commitment fees to be calculated on the basis of a
360-day year and the actual number of days elapsed and to be payable
(i) prior to the Fifth Amendment Effective Date, quarterly in arrears
on the last Business Day of each of March, June, September and December
of each year, commencing on the first such date to occur after the
Closing Date and (ii) on and after the Fifth Amendment Effective Date,
monthly in arrears on the last Business Day of each calendar month of
each year, and on the Revolving Loan Commitment Termination Date."
Subsection 2.4A(iii)(a) of the Credit Agreement is hereby
amended by deleting the proviso at the end of such subsection and substituting
therefore the following:
" ; provided, further, that notwithstanding anything in this
clause (a) to the contrary, from and after the Fifth Amendment
Effective Date, if no Event of Default or Potential Event of Default
has occurred and is continuing, so long as any Convertible Subordinated
Notes are outstanding, Borrowers shall apply an amount equal to such
Net Asset Sale Proceeds from the Keptel Sale or any Asset Sale
permitted pursuant to subsection 7.7(vi), first, to repay any
outstanding Loans to the full extent thereof and reduce the Revolving
Loan Commitments by an amount equal to such repayment, second, in
accordance with subsection 6.16(b) and third, as otherwise provided in
this clause (a)."
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Subsection 2.4A(iii)(d) of the Credit Agreement is hereby
amended by adding the following proviso at the end of such subsection:
"; provided, that notwithstanding anything in this clause (d)
to the contrary, on and after the Fifth Amendment Effective Date, if no
Event of Default or Potential Event of Default has occurred and is
continuing, so long as any Convertible Subordinated Notes are
outstanding, Borrower shall apply an amount equal to any Net Securities
Proceeds received from the issuance of unsecured Indebtedness or
Subordinated Indebtedness permitted to be issued pursuant to subsection
7.1(xi), first, to repay any outstanding Loans to the full extent
thereof and reduce the Revolving Loan Commitments by an amount equal to
such repayment, second, in accordance with subsection 6.16(b) and
third, as otherwise provided in this clause (d)."
Subsection 2.4A(iii) of the Credit Agreement is hereby amended
by adding the following clause (j) at the end of such subsection:
"(j) Elimination of Revolving Loan Commitment of PNC on Fifth
Amendment Effective Date. On the Fifth Amendment Effective Date, so
long as no Loans are outstanding, the Revolving Loan Commitment of PNC
Bank shall be reduced to zero and the aggregate Revolving Loan
Commitments shall be reduced to $125,000,000 after giving effect to
such reduction of the Revolving Loan Commitment of PNC Bank, in each
case in accordance with the terms of the Fifth Amendment."
Subsection 2.5 of the Credit Agreement is hereby amended by
inserting in clause (B) after the phrase "their own general corporate purposes"
the following:
"and the repayment and/or redemption of the Subordinated
Convertible Notes to the extent any such repayment and/or redemption is
permitted by subsection 7.5(xi)"
AMENDMENTS TO SECTION 6: AFFIRMATIVE COVENANTS
Section 6 of the Credit Agreement is hereby amended by
inserting the following subsections 6.16 and 6.17 at the end of such Section:
"6.16 REDEMPTION/REPAYMENT OF CONVERTIBLE SUBORDINATED NOTES.
(a) Holdings and/or the Borrowers shall have on or before each of
January 31, 2003, February 28, 2003 and March 31, 2003 either (i)
refinanced, exchanged, redeemed or repaid an aggregate principal amount
of the Convertible Subordinated Notes equal to $10,000,000 in
accordance with the terms of this Agreement or (ii) placed $10,000,000
in Cash in a deposit account (the "REDEMPTION/REPAYMENT DEPOSIT
ACCOUNT") subject to a Blocked Account Agreement, in such form as
approved by the Administrative Agent, with the Administrative Agent and
the banking institution maintaining such deposit account, that shall
provide (x) that upon the occurrence and during the continuation of an
Event of Default, such deposit account is subject to the sole and
exclusive control of the Administrative Agent and (y) subject to clause
(x) above, so long as any Convertible Subordinated Notes are
outstanding, without the prior written consent of Administrative
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Agent (as directed by Requisite Lenders), Borrower may only withdraw
Cash from such deposit account to repay or redeem the Convertible
Subordinated Notes in accordance with subsection 7.5(xi); provided,
that on or before April 30, 2003, Borrowers shall have placed in the
Redemption/Repayment Deposit Account, Cash in an aggregate amount
sufficient to repay on May 15, 2003 the aggregate principal amount of
all Convertible Subordinated Notes outstanding on April 30, 2003 and
all other amounts due in connection with the Convertible Subordinated
Notes; provided, further, that any Cash held in the
Redemption/Repayment Deposit Account may be invested in Cash
Equivalents in a Securities Account and the proceeds from such
Securities Account may be deposited in a Restricted Deposit Account, so
long as such Securities Account and Restricted Deposit Account are
subject to Blocked Account Agreements that provide that so long as any
Convertible Subordinated Notes are outstanding, any amounts in such
Securities Account or Restricted Deposit Account may not be withdrawn
by Borrower other than for deposit in the Redemption/Repayment Deposit
Account or, in the case of such Restricted Deposit Account,
reinvestment in Cash Equivalents credited to the Securities Account;
(b) If at any time after the Fifth Amendment Effective Date,
Holdings or any of its Subsidiaries shall make an Asset Sale permitted
by subsection 7.7(vi) or issue any Subordinated Indebtedness or
unsecured Indebtedness in accordance with subsection 7.1(xii), so long
as (i) any Convertible Subordinated Notes are outstanding and (ii) the
conditions set forth in subsection 7.5(xi) are satisfied, Borrowers
shall within 15 days of the receipt of such Net Asset Sale Proceeds or
Net Securities Proceeds, (x) repay or redeem the Convertible
Subordinated Notes and/or (y) deposit Cash in the Redemption/Repayment
Deposit Account, in an amount equal to such Net Asset Sale Proceeds or
Net Securities Proceeds minus the amount of any repayment of the Loans
required to be made in accordance with subsection 2.4(A)(iii) in
connection with the receipt of such Net Asset Sale Proceeds or Net
Securities Proceeds."
AMENDMENTS TO SECTION 7: BORROWERS' NEGATIVE COVENANTS
Subsection 7.1 of the Credit Agreement is hereby amended by
deleting the proviso contained in clause (viii) of such subsection and
substituting therefore the following:
"provided, that such Indebtedness shall be fully repaid,
redeemed, refinanced or converted into shares of Holdings common stock
in accordance with the terms of this Agreement on or prior to May 15,
2003."
Subsection 7.5 of the Credit Agreement is hereby amended by
deleting clause (xi) of such subsection in its entirety and substituting
therefore the following:
"(xi) On any Business Day during the third and fourth Fiscal
Quarter of 2002 and the second Fiscal Quarter of 2003, Company, Arris
and/or Holdings may repay principal due on and redeem the Convertible
Subordinated Notes and repay any other amounts required to be repaid in
connection with such redemption and/or repayment, in each case in
accordance with the terms of the Convertible Subordinated Notes and the
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Convertible Subordinated Note Indenture, so long as on the date of such
repayment or redemption: (i) no Event of Default or Potential Event of
Default has occurred and is continuing or shall be caused as a result
of such repayment or redemption; (ii) after giving effect to such
repayment or redemption, Cash Availability shall be at least
$15,000,000; and (iii) the aggregate amount expended in connection with
all such repayments or redemptions (the "PERMITTED CASH REPAYMENT
AMOUNT") shall not exceed $20,000,000; provided, that if Consolidated
EBITDA for the third Fiscal Quarter of 2002 is at least $10,425,000,
the Permitted Cash Repayment Amount shall be increased by the amount
budgeted in the Redemption Plan for the fourth Fiscal Quarter of 2002;
provided, further, that if the cumulative Consolidated EBITDA for the
third and fourth Fiscal Quarter of 2002 and the first Fiscal Quarter of
2003 is at least $32,850,000, the Permitted Cash Repayment Amount shall
be increased by the amount budgeted in the Redemption Plan for the
second Fiscal Quarter of 2003 and, to the extent it has not already
been increased pursuant to the foregoing proviso, the amount budgeted
in the Redemption Plan for the fourth Fiscal Quarter of 2002; and"
Subsection 7.5 of the Credit Agreement is hereby further
amended by deleting the "and" at the end of clause (x) and adding the following
clause (xii) at the end of such subsection:
"(xii) So long as no Event of Default or Potential Event of
Default has occurred and is continuing, Company and Arris may make
Restricted Junior Payments to Holdings to the extent necessary to
permit Holdings to make redeem and/or repay the Convertible
Subordinated Notes in accordance with clause (xi) above, so long as
Holdings applies the amount of any such Restricted Junior Payment for
such purpose."
AMENDMENTS TO SECTION 8: EVENTS OF DEFAULT
Section 8 of the Credit Agreement is hereby amended by
deleting the ":" at the end of subsection 8.13 and substituting therefore "; or"
and inserting the following subsection 8.14 immediately after subsection 8.13:
"8.14 CASH AVAILABILITY
So long as any Convertible Subordinated Notes are outstanding,
at no time after the Fifth Amendment Effective Date shall Cash
Availability be less than $15,000,000."
AMENDMENT TO SCHEDULE 6.10: CASH MANAGEMENT SYSTEM
The section under the heading "Amounts held in Deposit Accounts or
Otherwise:" contained in Schedule 6.10 to the Credit Agreement is hereby amended
by (i) deleting the "and" at the end of subsection (x) thereof, (ii) by deleting
the "." at the end of subsection (xi) thereof and substituting therefore a ";
and" and (iii) adding the following subsection (xii) at the end thereof:
"(xi) amounts maintained on deposit in the
Redemption/Repayment Deposit Account."
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TERMINATION OF REVOLVING LOAN COMMITMENT OF PNC
BANK, NATIONAL ASSOCIATION.
The Borrowers and Lenders acknowledge and agree that on the
Fifth Amendment Effective Date, so long as no Loan are outstanding, (w) the
Revolving Loan Commitment of PNC Bank, National Association shall terminate, (x)
PNC Bank, National Association shall relinquish its rights (other than any
rights which survive the termination of the Credit Agreement under subsection
10.10B of the Credit Agreement) under the Credit Agreement, (y) PNC Bank,
National Association shall be released from its obligations under the Credit
Agreement and shall cease to be a party thereto and (z) the aggregate Revolving
Loan Commitments shall be reduced to $125,000,000 after giving effect to such
termination.
As of the date hereof, the amount of each Revolving Lender's
Revolving Loan Commitment is set forth opposite its name on Schedule 1 annexed
hereto.
BORROWERS' REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Borrowers represent
and warrant to each Lender that the following statements are true, correct and
complete:
CORPORATE POWER AND AUTHORITY. Each Borrower has all requisite
corporate power and authority to enter into this Amendment, and perform its
obligations under, the Credit Agreement as amended by this Amendment (the
"AMENDED AGREEMENT").
AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Amendment and the performance of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of each of the
Borrowers.
NO CONFLICT. The execution and delivery by Borrowers of this
Amendment and the performance by Borrowers of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to any Borrower or any of their respective Subsidiaries,
the Certificate or Articles of Incorporation or Bylaws or Certificate of
Formation or Operating Agreement, as applicable, of any Borrower or any of its
Subsidiaries or any order, judgment or decree of any court or other agency of
government binding on any Borrower or any of its Subsidiaries, (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any Contractual Obligation of any Borrower or any of its
Subsidiaries, (iii) result in or require the creation or imposition of any Lien
upon any of the properties or assets of any Borrower or any of its Subsidiaries
(other than Liens created under any of the Loan Documents in favor of
Administrative Agent on behalf of Lenders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of any Borrower or any of its Subsidiaries.
GOVERNMENTAL CONSENTS. The execution and delivery by each
Borrower of this Amendment and the performance by the Borrowers of the Amended
Agreement and the transactions contemplated by this Amendment do not and will
not require any registration with,
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consent or approval of, or notice to, or other action to, with or by, any
federal, state or other governmental authority or regulatory body.
BINDING OBLIGATION. This Amendment and the Amended Agreement
have been duly executed and delivered by each Borrower and is the legally valid
and binding obligations of the Borrowers, enforceable against the Borrowers in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.
INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Fifth Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
ACKNOWLEDGEMENT AND CONSENT
Holdings, each Borrower and each Subsidiary Guarantor hereby
acknowledges that such Loan Party has read this Amendment and consents to the
terms hereof and further hereby confirms and agrees that, notwithstanding the
effectiveness of this Amendment, the obligations of such Loan Party under each
of the Loan Documents to which such Loan Party is a party shall not be impaired
and each of the Loan Documents to which such Loan Party is a party are, and
shall continue to be, in full force and effect and are hereby confirmed and
ratified in all respects.
Holdings and each Subsidiary Guarantor acknowledges and agrees
that (i) notwithstanding the conditions to effectiveness set forth in this
Amendment, such Loan Party is not required by the terms of the Credit Agreement
or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement,
this Amendment or any other Loan Document shall be deemed to require the consent
of such Loan Party to any future amendments to the Credit Agreement.
MISCELLANEOUS
REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
On and after the Fifth Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit
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Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement shall mean and be a reference to the Amended Agreement.
Except as specifically amended by this Amendment, 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 Amendment
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.
FEES AND EXPENSES. Company acknowledges that all costs, fees
and expenses as described in subsection 10.2 of the Credit Agreement incurred by
Agents and their counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Borrowers.
HEADINGS. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
APPLICABLE LAW. THIS AMENDMENT 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.
COUNTERPARTS; EFFECTIVENESS. This Amendment 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 Amendment shall become
effective upon (i) receipt by Administrative Agent of an amendment fee equal to
$1,375,000, to be distributed among each Lender that has executed and delivered
a counterpart of this Amendment (other than PNC Bank, National Association), 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, in each
case after giving effect to Section 2 of this Amendment and (ii) the execution
of a counterpart hereof by each of the Borrowers, each of the Subsidiary
Guarantors, Holdings and each Lender and receipt by Company and Administrative
Agent of written or telephonic notification of such execution and authorization
of delivery.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
HOLDINGS: ARRIS GROUP, INC.
By:
------------------------------------------
Name: Lawrence A. Margolis
Title: Vice President, Chief Financial
Officer & Secretary
COMPANY: ARRIS INTERNATIONAL, INC.
By:
------------------------------------------
Name: Lawrence A. Margolis
Title: Executive Vice President, Chief
Financial Officer & Secretary
ARRIS: ARRIS INTERACTIVE L.L.C.
By:
------------------------------------------
Name: Lawrence A. Margolis
Title: Executive Vice President
SUBSIDIRIES OF COMPANY: ANTEC ASSET MANAGEMENT COMPANY
By:
------------------------------------------
Name: Lawrence A. Margolis
Title: President
ANTEC LICENSING COMPANY
By:
------------------------------------------
Name: Lawrence A. Margolis
Title: President
S-1
TEXSCAN CORPORATION
By:
-------------------------------------
Name: Lawrence A. Margolis
Title: Chairman of the Board
ELECTRONIC CONNECTOR CORPORATION OF
ILLINOIS
By:
-------------------------------------
Name: Lawrence A. Margolis
Title: Vice President
POWER GUARD, INC.
By:
-------------------------------------
Name: Lawrence A. Margolis
Title: Vice President
ELECTRONIC SYSTEM PRODUCTS INC.
By:
-------------------------------------
Name: Lawrence A. Margolis
Title: Vice President
KEPTEL, INC.
By:
-------------------------------------
Name: Lawrence A. Margolis
Title: Vice President
S-2
SUBSIDIARY GUARATORS,
for purposes of Section 3 only, TEXSCAN DE MEXICO, S.A. DE C.V.
By:
----------------------------------
Name: Lawrence A. Margolis
Title: Chairman
KEPTEL DE MEXICO S.A. DE C.V.
By:
----------------------------------
Name: Lawrence A. Margolis
Title: Chairman
ANTEC INTERNATIONAL CORPORATION
By:
----------------------------------
Name: Lawrence A. Margolis
Title: Director
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LENDERS: THE CIT GROUP/BUSINESS CREDIT, INC.,
individually and as Administrative Agent
and Collateral Agent
By:
------------------------------------
Name:
Title:
S-4
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
By:
----------------------------------------
Name:
Title:
S-5
COMERICA BANK
By:
-----------------------------------
Name:
Title:
S-6
CONGRESS FINANCIAL CORPORATION
(SOUTHERN)
By:
-----------------------------------
Name:
Title:
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FLEET CAPITAL CORPORATION
By:
---------------------------------
Name:
Title:
S-8
GMAC COMMERCIAL CREDIT LLC
By:
---------------------------------
Name:
Title:
S-9
PNC BANK, NATIONAL ASSOCIATION
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
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SCHEDULE 1
LENDER COMMITMENT PRO RATA SHARE
- ------ ---------- --------------
The CIT Group/Business Credit, Inc. $ 22,500,000.00 18%
American National Bank and Trust
Company of Chicago $ 22,500,000.00 18%
Comerica Bank $ 10,000,000.00 8%
Congress Financial Corporation
(Southern) $ 25,000,000.00 20%
Fleet Capital Corporation $ 22,500,000.00 18%
GMAC Commercial Credit LLC $ 22,500,000.00 18%
================
$ 125,000,000.00 100%
S-11