Exhibit 10.7.2
SECOND AMENDMENT TO THE CREDIT AGREEMENT
SECOND AMENDMENT, dated as of April 27, 2000 (this "Second
Amendment"), to the Credit Agreement, dated as of July 23, 1997 (as
amended, supplemented, or otherwise modified from time to time, the
("Credit Agreement"), among COMMSCOPE, INC. OF NORTH CAROLINA, a North
Carolina corporation (the ("Company"), the several lenders from time to
time parties thereto (the "Banks"), THE CHASE MANHATTAN BANK, a New York
banking corporation, as administrative agent for the Banks (in such
capacity, the "Administrative Agent"), and the financial institutions named
therein as co-agents for the Banks (in such capacity, collectively, the
"Co-Agents"; each, individually, a ("Co-Agent").
WITNESSETH:
WHEREAS, the Company, the Banks, the Administrative Agent and the Co-Agents
are parties to the Credit Agreement;
WHEREAS, the Company has requested that the Banks amend the Credit
Agreement as set forth herein;
WHEREAS, the Banks, the Administrative Agent and the Co-Agents are
willing to agree to such amendment to the Credit Agreement, subject to the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Company, the Banks, the Administrative Agent and the
Co-Agents hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms which
are defined in the Credit Agreement are used herein as therein
defined.
2. Amendments to Credit Agreement. (a) Subsection 7.15 of the Credit
Agreement is amended by (i) deleting the word "and" from the end of clause (e),
(ii) deleting the period at the end of clause (f) and substituting therefor the
phrase ";and" and (iii) adding thereto the following new clause (g):
(g) Indebtedness of the Company to Holdings representing the loan
by Holdings to the Company of the proceeds of the Holdings Senior
Subordinated Notes.
(b) Paragraph (j) of Section 8 of the Credit Agreement is hereby
amended by (i) deleting the word "or" from the end of clause (iii) thereof
and substituting therefor a comma and (ii) deleting the phrase; "or" at the
end of clause (iv) and substituting therefor the following: or (iv) the
loan by Holdings to the Company of the proceeds of the Holdings Senior
Subordinated Notes; or
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3. Representations and Warranties. The Company hereby confirms,
reaffirms and restates the representations and warranties set forth in
Section 4 of the Credit Agreement, as amended by this Second Amendment. The
Company represents and warrants that, after giving effect to this Second
Amendment, no Default or Event of Default has occurred and is continuing.
4. Effectiveness. Upon receipt by the Administrative Agent of
counterparts of this Second Amendment duly executed by the Company,
Holdings and the Required Banks, this Second Amendment shall become
effective as of the date of receipt by the Administrative Agent of such
counterparts (the "Effective Date").
5. Continuing Effect of the Credit Agreement. This Second Amendment
shall not constitute an amendment of any other provision of the Credit
Agreement not expressly referred to herein and shall not be construed as a
waiver or consent to any further or future action on the part of the
Company that would require a waiver or consent of the Banks, the
Administrative Agent or the Co-Agents. Except as expressly amended hereby,
the provisions of the Credit Agreement are and shall remain in full force
and effect.
6. Counterparts. This Second Amendment may be executed by the parties
hereto in any number of separate counterparts (including telecopied
counterparts), each of which shall be deemed to be an original, and all of which
taken together shall be deemed to constitute one and the same instrument.
7. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered in New York, New York by their
respective proper and duly authorized officers as of the day and year first
above written.
COMMSCOPE, INC. OF NORTH CAROLINA
By: /s/Barry D. Graham
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Title:Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent, as a Co-Agent
and as a Bank
By: /s/Steven J. Faliski
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Title: Vice President
BANK OF AMERICA, NA, as a Co-Agent and as a Bank
By: /s/Adam Kaplan
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Title: Vice President
FLEET NATIONAL BANK F.K.A. BANKBOSTON, N.A., as a Co-Agent and as a
Bank
By: /s/Deanne M. Horn
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Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Co-Agent and as a Bank
By: /s/R. Glass
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Title: Vice President
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CREDIT LYONNAIS NEW YORK BRANCH, as a Co-Agent and as a Bank
By: /s/Stephen M. Prosel
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Title: First Vice President and Manager
FIRST UNION NATIONAL BANK, as a Co-Agent and as a Bank
By: /s/Frederick E. Blumer
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Title: Vice President
TORONTO DOMINION (NEW YORK) INC., as a Co-Agent and as a Bank
By: /s/Jorge A. Garcia
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Title: Vice President
WACHOVIA BANK, N.A., as a Co-Agent and as a Bank
By: /s/Christopher L. Fincher
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Title: Senior Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/Michael R. Quiray
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Title: Vice President, Senior Relationship Manager
By: /s/Patrick Cocquerel
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Title: First Vice President, Managing Director
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COMERZBANK, AG, NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/Harry P. Yergey
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Title: Vice President
By: /s/Subash Visuranathan
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Title: Vice President
FLEET NATIONAL BANK
By: /s/Deanne M. Horn
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Title: Vice President
SCOTIABANC INC.
By: /s/William E. Zarrett
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Title: Managing Director
THE SUMITOMO BANK, LTD.
By: /s/Peter Knight
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Title: Senior Vice President
STB DELAWARE FUNDING TRUST I
By: /s/Donald C. Harganon
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Title: Vice President
THE TOKAI BANK, LTD., NEW YORK BRANCH
By: /s/Shinichi Natkatani
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Title: Assistant General Manager
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/Gregory Hong
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Title: Duly Authorized Signatory
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The undersigned agrees to the foregoing Second Amendment and to its
obligations thereunder and confirms that its obligations under the Holdings
Guarantee remain in full force and effect:
COMMSCOPE, INC.
By: /s/Barry D. Graham
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Title: Treasurer
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