ELEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is made
and entered into as of this 28 day of August, 2003, by and among ARRIS
INTERNATIONAL, INC., a Delaware corporation (the "Company"), ARRIS INTERACTIVE
L.L.C., a Delaware limited liability company ("Arris LLC"), certain
Subsidiaries of the Company listed on the signature pages hereof (together with
the Company and Arris LLC, the "Borrowers"), the financial institutions listed
on the signature pages hereof as lenders (the "Lenders"), and THE CIT
GROUP/BUSINESS CREDIT, as administrative agent, collateral agent and
syndication agent for the Lenders ("Collateral Agent").
WHEREAS, Borrowers, Lenders, and Agent entered into that certain
Credit Agreement, dated as of August 3, 2001, pursuant to which the Lenders
agreed to make certain loans to the Borrowers (as amended, modified,
supplemented and restated from time to time, the "Credit Agreement").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Credit Agreement; and
WHEREAS, Borrowers, Lenders, and Agent desire to amend the Credit
Agreement to reduce the Revolving Loan Commitments to $92,500,000 by
terminating the Revolving Loan Commitment of Bank One, NA ("Bank One") and to
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:
1. Amendments to Credit Agreement.
(a) Section 1.1 to the Credit Agreement shall be amended by
adding the following definition, which shall be inserted in the proper
alphabetical order:
"Eleventh Amendment" shall mean and refer to that certain "Eleventh
Amendment to Credit Agreement" by and among the Borrowers, Lenders, and Agent,
as identified therein, dated as of Eleventh Amendment Date.
"Eleventh Amendment Date" shall mean August 28, 2003.
(b) Section 2.4A(iii) of the Credit Agreement is hereby amended
by adding the following clause (l) at the end of such subsection:
"(l) Elimination of Revolving Loan Commitment of Bank One on Eleventh
Amendment Date. On the Eleventh Amendment Date, the Revolving Loan Commitment
of Bank One shall be reduced to zero and the aggregate Revolving Loan
Commitments shall be reduced to $92,500,000 after giving effect so such
reduction of the Revolving Loan Commitment of Bank One, in each case in
accordance with the terms of the Eleventh Amendment.
2. Termination of Revolving Loan Commitment of Bank One and
Reduction of Aggregate Revolving Loan Commitments.
The Borrowers, Lenders and Agents acknowledge and agree that as of the
date hereof, (i) no Loans are outstanding, (ii) the Revolving Loan Commitment
of Bank One shall terminate, (iii) Bank One shall relinquish its rights as a
Lender under the Credit Agreement (other than any rights Bank One may have as a
Lender under subsection 10.10B of the Credit Agreement, which rights survive
the termination of Bank One's Revolving Loan Commitment hereunder and the
termination of the Credit Agreement), (iv) Bank One shall be released from its
obligations as a Lender under the Credit Agreement (including, without
limitation, any obligations relating to letters of credit outstanding as of the
date hereof) and any related loan documents and shall cease to be a party
thereto, and (v) the aggregate Revolving Loan Commitments shall be reduced to
$92,500,000. In addition, the Borrowers agree to pay to Agent, for distribution
to Bank One, (i) any commitment fees accrued up to and including the Eleventh
Amendment Date which are due to Bank One pursuant to Section 2.3 of the Credit
Agreement, and (ii) any Letter of Credit fees accrued up to and including the
Eleventh Amendment Date which are due to Bank One pursuant to Section 3.2 of
the Credit Agreement.
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.
3. Representations, Warranties and Covenants of Borrowers.
(a) Each Borrower hereby represents, warrants and covenants to
Agents and Lenders that,
(i) each representation and warranty made or deemed to
be made in this Amendment and in the Loan Documents is true and
correct in all material respects on and as of the date of this
Amendment (except to the extent that any such representation or
warranty relates to a prior specific date or period) and Borrowers
hereby reaffirm each of the agreements, covenants and undertakings set
forth in the Loan Documents and in each and every other agreement,
instrument and other document executed in connection therewith or
pursuant thereto as if Borrowers were making said agreements,
covenants and undertakings on the date hereof,
(ii) each Borrower has the power and is duly authorized
to enter into, deliver and perform this Amendment, and
(iii) this Amendment and each of the Loan Documents is the
legal, valid and binding obligation of each Borrower enforceable
against it in accordance with its terms.
(b) Each Borrower acknowledges and agrees that no right of
offset, defense (other than to the extent of prior payment or performance of
any Obligations), counterclaim, claim, causes of action or objection in favor
of any Borrower against either Agent or any Lender presently exists by reason
of any act, event, omission, manner, cause or things occurring on or prior to
the date of this Amendment arising out of or with respect to, (i) the Credit
Agreement, as hereby amended, or any of the other Loan Documents, (ii) any
other documents now or heretofore evidencing, securing or in any way relating
to the foregoing, or (iii) the administration or funding of any of the Loans,
the Obligations or any Letter of Credit.
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4. Further Assurances. Borrowers agree to take such further
action as Collateral Agent shall reasonably request in connection herewith to
evidence the agreement herein contained.
5. Counterparts. 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 to be an original and
all of which counterparts, taken together, shall constitute but one and the
same instrument.
6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of, and the decisions of the courts in,
the State of New York.
[Signature Pages Follow]
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IN WITNESS WHEREOF, Borrowers, the Agent and the Lenders have caused
this Amendment to be duly executed, all as of the date first above written.
BORROWERS:
ARRIS INTERNATIONAL, INC.
By: /s/ Lawrence A. Margolis
------------------------------------
Name: Lawrence A. Margolis
Title: Executive Vice President,
Chief Financial Officer and
Secretary
ARRIS INTERACTIVE L.L.C.
By: /s/ Lawrence A. Margolis
------------------------------------
Name: Lawrence A. Margolis
Title: Executive Vice President
ANTEC ASSET MANAGEMENT COMPANY
By: /s/ Lawrence A. Margolis
------------------------------------
Name: Lawrence A. Margolis
Title: President
ANTEC LICENSING COMPANY
By: /s/ Lawrence A. Margolis
------------------------------------
Name: Lawrence A. Margolis
Title: President
TEXSCAN CORPORATION
By: /s/ Lawrence A. Margolis
------------------------------------
Name: Lawrence A. Margolis
Title: Chairman of the Board
ELECTRONIC CONNECTOR CORPORATION OF
ILLINOIS
By: /s/ Lawrence A. Margolis
------------------------------------
Name: Lawrence A. Margolis
Title: Vice President
POWER GUARD, INC.
By: /s/ Lawrence A. Margolis
------------------------------------
Name: Lawrence A. Margolis
Title: Vice President
KEPTEL, INC.
By: /s/ Lawrence A. Margolis
------------------------------------
Name: Lawrence A. Margolis
Title: Vice President
[Signatures Continue on Following Pages]
COLLATERAL AGENT:
THE CIT GROUP/BUSINESS CREDIT, INC., as
Administrative Agent, Collateral Agent,
and Syndication Agent
By: /s/ John F. Bohan
------------------------------------
Name: John F. Bohan
Title: Vice President
[Lenders' Signatures Follow]
LENDERS:
BANK ONE, NA, as successor by merger to
American National Bank And Trust
Company Of Chicago
By: /s/ Diane M. Zurick
------------------------------------
Name: Diane M. Zurick
Title: Associate Director
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ John F. Bohan
------------------------------------
Name: John F. Bohan
Title: Vice President
CONGRESS FINANCIAL CORPORATION
(SOUTHWEST)
By: /s/ Paul Truax
------------------------------------
Name: Paul Truax
Title: Vice President
FLEET CAPITAL CORPORATION
By: /s/ Douglas Strange
------------------------------------
Name: Douglas Strange
Title: Vice President
GMAC COMMERCIAL FINANCE LLC successor,
by merger, to GMAC COMMERCIAL CREDIT
LLC
By: /s/ Steven J. Brown
------------------------------------
Name: Steven J. Brown
Title: Vice President