<PAGE>
Exhibit 10(p)
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of
May 4, 2000, by and among SCIENTIFIC-ATLANTA, INC. (the "Borrower"), each of the
financial institutions party hereto as "Lenders", THE BANK OF NEW YORK and ABN
AMRO BANK N.V., acting through its Atlanta Agency, as Co-Agents (the "Co-
Agents"), and BANK OF AMERICA, N.A., successor to NationsBank, N.A., successor
to NationsBank, N.A. (South), formerly known as NationsBank of Georgia, National
Association, as Agent (the "Agent").
WHEREAS, the Borrower, the financial institutions party thereto as
"Lenders", the Co-Agents and the Agent are parties to that certain Amended and
Restated Credit Agreement dated as of May 7, 1999, as amended as of June 22,
1999 (as amended and in effect immediately prior to the date hereof, the "Credit
Agreement"); and
WHEREAS, the parties hereto desire to amend certain provisions of the
Credit Agreement on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:
Section 1. Specific Amendments to Credit Agreement. The parties hereto
---------------------------------------
agree that the Credit Agreement is amended as follows:
(a) The definition of the term "Facility B Termination Date" contained in
Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the
following substituted in its place:
"Facility B Termination Date" means May 4, 2001, or such later date to
---------------------------
which such date may be extended under Section 2.12.
(b) Annex I to the Credit Agreement is deleted in its entirety and Annex I
hereto is substituted in its place.
Section 2. Representations of Borrower. The Borrower represents and
---------------------------
warrants to the Agent and the Lenders that:
(a) Authorization. The Borrower has the right and power, and has taken all
-------------
necessary action to authorize it, to execute and deliver this Amendment and to
perform its obligations hereunder and under the Credit Agreement as amended by
this Amendment, in accordance with their respective terms. This Amendment has
been duly executed and delivered by a duly authorized officer of the Borrower,
and this Amendment and the Credit Agreement as amended by this Amendment, are
each a legal, valid and binding obligation of the Borrower enforceable against
the Borrower in accordance with their respective terms.
<PAGE>
(b) Compliance with Laws, Etc. The execution and delivery by the Borrower
-------------------------
of this Amendment and the performance by the Borrower of this Amendment and the
Credit Agreement as amended by this Amendment, each in accordance with its
terms, do not and will not, by the passage of time, the giving of notice or
otherwise: (i) require any Governmental Approval or violate any Applicable Law
relating to the Borrower or any other Loan Party; (ii) conflict with, result in
a breach of or constitute a default under the articles of incorporation or the
bylaws of the Borrower or the organizational documents of any other Loan Party;
(iii) conflict with, result in a breach of or constitute a default under any
indenture, agreement or other instrument to which the Borrower or any other Loan
Party is a party or by which it or any of its properties may be bound, which
conflict, breach or default would have a Material Adverse Effect; or (iv) result
in or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by the Borrower or any other Loan Party
other than in favor of the Agent for the benefit of the Lenders.
(c) No Default. No Default or Event of Default has occurred and is
----------
continuing as of the date hereof nor will exist immediately after giving effect
to this Amendment.
Section 3. Reaffirmation of Representations by Borrower. The Borrower
--------------------------------------------
hereby repeats and reaffirms all representations and warranties made by the
Borrower to the Agent and the Lenders in the Credit Agreement as amended by this
Amendment and the other Loan Documents to which the Borrower is a party on and
as of the date hereof, except to the extent that such representations and
warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and accurate on and as of
such earlier date) and except for changes in factual circumstances specifically
permitted under the Credit Agreement.
Section 4. Certain References. Each reference to the Credit Agreement in
------------------
any of the Loan Documents shall be deemed to be a reference to the Credit
Agreement as amended by this Amendment.
Section 5. Benefits. This Amendment shall be binding upon and shall inure
--------
to the benefit of the parties hereto and their respective successors and
assigns.
Section 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
-------------
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
Section 7. Expenses. The Borrower shall reimburse the Agent upon demand
--------
for all costs and expenses (including attorneys' fees) incurred by the Agent in
connection with the preparation, negotiation and execution of this Amendment and
the other agreements and documents executed and delivered in connection
herewith.
Section 8. Effect. Except as expressly herein amended, the terms and
------
conditions of the Credit Agreement shall remain in full force and effect. The
amendments contained herein shall be deemed to have prospective application
only, unless otherwise specifically stated herein.
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<PAGE>
Section 9. Effectiveness of Amendment. This Amendment shall not be
--------------------------
effective until its execution and delivery by all of the parties hereto
whereupon it shall be deemed effective as of May 5, 2000.
Section 11. Counterparts. This Amendment may be executed in any number of
------------
counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns.
Section 12. Definitions. All capitalized terms not otherwise defined
-----------
herein are used herein with the respective definitions given them in the Credit
Agreement.
[Signatures on Next Page]
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
Amended and Restated Credit Agreement to be executed as of the date first above
written.
SCIENTIFIC-ATLANTA, INC.
By: /s/ Wallace G. Haislip
----------------------------------
Name: Wallace G. Haislip
Title: Sr. Vice President-Finance,
CFO & Treasurer
BANK OF AMERICA, N.A., individually and as Agent
By: /s/ Pamela S. Kurtzman
----------------------------------
Name: Pamela S. Kurtzman
Title: Principal
THE BANK OF NEW YORK, individually and as
Co-Agent
By: /s/ Ronald R. Reedy
----------------------------------
Name: Ronald R. Reedy
Title: Vice President
ABN AMRO BANK N.V., acting through its Atlanta
Agency, individually and as Co-Agent
By: /s/ Jerold M. Sniderman
----------------------------------
Name: Jerold M. Sniderman
Title: Senior Vice President
By: /s/ Steven L. Hipsman
----------------------------------
Name: Steven L. Hipsman
Title: Vice President
[Signatures Continued on Next Page]
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<PAGE>
[Signature Page to Second Amendment to Amended and Restated Credit Agreement
dated as of May 4, 2000 with Scientific-Atlanta, Inc.]
WACHOVIA BANK, N.A.
By: /s/ J. Timothy Toler
----------------------------------
Name: J. Timothy Toler
Title: Senior Vice President
THE BANK OF TOKYO-MITSUBISHI LIMITED
By: /s/ G. England
----------------------------------
Name: G. England
Title: VP & Manager
FIRST UNION NATIONAL BANK
By: /s/ Robert Sevin
----------------------------------
Name: Robert Sevin
Title: Vice President
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<PAGE>
ANNEX I
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LIST OF LENDERS, COMMITMENT AMOUNTS AND LENDING OFFICES
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<TABLE>
<S> <C>
Bank of America, N.A.
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
901 Main Street, 64/th/ Floor $42,500,000
Dallas, Texas 75202
Initial Facility B Commitment Amount:
------------------------------------
$45,000,000
Wiring Instructions:
To: Bank of America, N.A.
Attention: Corporate Credit Support
ABA #111000012
Reference: Scientific-Atlanta, Inc.
Account: 1292000883
The Bank of New York
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
1 Wall Street $27,500,000
New York, New York 10286
Attention: Ronald Reedy Initial Facility B Commitment Amount:
Telecopier: (212) 635-6434 ------------------------------------
Telephone: (212) 635-6724
$27,500,000
Wiring Instructions:
To: The Bank of New York
1 Wall Street (22N)
New York, New York 10286
ABA #021000018
Account No.: GLA 111-556
Attention: Lorna O. Alleyne, AVP
</TABLE>
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<TABLE>
<S> <C>
ABN AMRO Bank N.V., acting through its
Atlanta Agency
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
Suite 1200, One Ravinia Drive $25,000,000
Atlanta, Georgia 30346
Attention: Steven L. Hipsman Initial Facility B Commitment Amount:
Telecopier: (770) 352-1267 ------------------------------------
Telephone: (770) 396-5092
$27,000,000
Wiring Instructions:
To: Federal Reserve Bank, NY, NY
Favor of: ABN*AMRO Bank N.V.
ABA #0260-09580
Account: 650-001-1789-41
Reference: Scientific Atlanta
Wachovia Bank, N.A.
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
191 Peachtree Street, 29th Floor $17,500,000
Atlanta, Georgia 30303
Attention: Karen H. McClain Initial Facility B Commitment Amount:
Telecopier: (404) 332-5016 ------------------------------------
Telephone: (404) 332-6555
$21,500,000
Wiring Instructions:
To: Wachovia Bank, N.A.
191 Peachtree Street
Atlanta, Georgia 30303
ABA #061-000-010
Account: 18-171-498
Attention (Interest & Fees on Loans): Adrienne Durham or Karen McClain
Attention (Documentary Letter of Credit Fees): Marilyn Hare
Attention: (Standby Letter of Credit Fees): Rhonda Sulier
</TABLE>
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<TABLE>
<S> <C>
The Bank of Tokyo-Mitsubishi Limited
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
133 Peachtree Street, NE, #4970 $12,500,000
Atlanta, Georgia 30303-1808
Attention: Gary England Initial Facility B Commitment Amount:
Telecopier: (404) 577-1155 ------------------------------------
Telephone: (404) 222-4205
$12,500,000
Wiring Instructions:
To: Bank of Tokyo-Mitsubishi, Ltd. N.Y.
Br.
1251 Avenue of the Americas
New York, New York 10020-1104
ABA #0260-0963-2
Account 97770191
Attention: Loan Operations Dept.
First Union National Bank
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
999 Peachtree Street GA9084 $12,500,000
Atlanta, Georgia 30309
Attention: Daniel Evans Initial Facility B Commitment Amount:
Mail Code: GA9030 ------------------------------------
Telecopier: (404) 827-7199
Telephone: (404) 225-4037 $16,500,000
Wiring Instructions:
To: First Union National Bank
214 N. Hogan Street, 9th Floor
Jacksonville, Florida
ABA #063000021
Account: 1459162008
Attention: Commercial Loans
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
Australia and New Zealand Banking
Group Limited
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
1177 Avenue of the Americas $12,500,000
New York, New York 10036
Attention: Orlando Diaz Initial Facility B Commitment Amount:
Telecopier: (212) 801-9131 ------------------------------------
Telephone: (212) 801-9740
$0
Wiring Instructions:
To: HSBC Financial Institutions
For: Australia and New Zealand
Banking Group Ltd.
ABA #021-001-0888
Account: 000107484
Attention: Ms. Tessie Amante
</TABLE>
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