EXHIBIT 10(p)
================================================================================
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 7, 1999
by and among
SCIENTIFIC-ATLANTA, INC.,
AS BORROWER
THE FINANCIAL INSTITUTIONS PARTY HERETO
AND THEIR ASSIGNEES UNDER SECTION 12.6.(D),
AS LENDERS,
THE BANK OF NEW YORK
AND
ABN AMRO BANK N.V., ACTING THROUGH ITS ATLANTA AGENCY,
AS CO-AGENTS,
AND
NATIONSBANK, N.A.,
AS ADMINISTRATIVE AGENT
================================================================================
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment and
Restatement") dated as of May 7, 1999 by and among SCIENTIFIC-ATLANTA, INC., a
corporation organized under the laws of the State of Georgia (the "Borrower"),
each of the financial institutions initially a signatory hereto together with
their assignees pursuant to Section 12.6.(d), THE BANK OF NEW YORK and ABN AMRO
BANK N.V., acting through its Atlanta Agency, as Co-Agents and NationsBank,
N.A., formerly known as NationsBank of Georgia, National Association, as
Administrative Agent (the "Agent").
WHEREAS, pursuant to the terms of that certain Credit Agreement dated as of
May 11, 1995 (as amended and in effect immediately prior to the date hereof, the
"Existing Credit Agreement") by and among the Borrower, the Lenders party
thereto, the Co-Agents and the Agent, the Lenders, among other things, made
available to the Borrower a revolving credit facility in the amount of
$300,000,000; and
WHEREAS, the Borrower, the Lenders and the Agent desire to amend and
restate the terms of the Existing Credit Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto agree to amend and restate the terms of the Existing Credit Agreement as
follows:
Section 1. Amendment and Restatement. The Existing Credit Agreement is
-------------------------
hereby restated in its entirety, with the terms thereof being identical to the
terms of the Existing Credit Agreement, except as amended below:
(a) The Existing Credit Agreement is hereby amended by deleting the
definitions of the terms "Applicable Facility Fee", "Applicable Margin",
"Facility B Termination Date", "Lending Office", "NationsBank" and "Termination
Date" from Section 1.1 thereof and substituting in place thereof the following
definitions:
"Applicable Facility Fee" means at the time of determination thereof,
-----------------------
the percentage rate set forth below for the Facility A Commitments or
Facility B Commitments, as the case may be, corresponding to the
Consolidated Funded Debt/EBITDA Ratio of the Borrower in effect at such
time:
Consolidated Funded Applicable Facility Fee Applicable Facility Fee
Debt/EBITDA Ratio for Facility A Commitments for Facility B Commitments
-------------------------------------------------------------------------------------------------------
Less than or equal to 1.00 to 1.00 0.100% 0.080%
-------------------------------------------------------------------------------------------------------
Greater than 1.00 to 1.00 but less than
or equal to 1.50 to 1.00 0.150% 0.100%
-------------------------------------------------------------------------------------------------------
Greater than 1.50 to 1.00 but less than
or equal to 2.25 to 1.00 0.180% 0.130%
-------------------------------------------------------------------------------------------------------
Greater than 2.25 to 1.00 0.225% 0.175%
-------------------------------------------------------------------------------------------------------
The Applicable Facility Fee shall be determined by the Agent on a quarterly
basis commencing with the fiscal quarter ending on July 2, 1999 based on
the Consolidated Funded Debt/EBITDA Ratio as set forth in the compliance
certificate required to be delivered by the Borrower pursuant to Section
8.3. Any adjustment to the Applicable Facility Fee shall be effective as
of the date of determination thereof by the Agent. Notwithstanding the
foregoing, prior to the date on which the Agent first determines the
Applicable Facility Fee as set forth above, the Applicable Facility Fee
with respect to the Facility A Commitments shall equal 0.100% and the
Applicable Facility Fee with respect to the Facility B Commitments shall
equal 0.080%. Thereafter, the Applicable Facility Fee shall be adjusted
from time to time as set forth above.
"Applicable Margin" means at the time of determination thereof, the
-----------------
percentage rate set forth below corresponding to the Consolidated Funded
Debt/EBITDA Ratio in effect at such time:
-2-
Consolidated Funded Applicable Margin for Applicable Margin for
Debt/EBITDA Ratio Facility A Loans Facility B Loans
---------------------------------------------------------------------------------------------------
Less than or equal to 1.00 to 1.00 0.200% 0.220%
---------------------------------------------------------------------------------------------------
Greater than 1.00 to 1.00 but less than
or equal to 1.50 to 1.00 0.250% 0.300%
---------------------------------------------------------------------------------------------------
Greater than 1.50 to 1.00 but less than
or equal to 2.25 to 1.00 0.320% 0.370%
---------------------------------------------------------------------------------------------------
Greater than 2.25 to 1.00 0.400% 0.450%
---------------------------------------------------------------------------------------------------
The Applicable Margin shall be determined by the Agent on a quarterly basis
commencing with the fiscal quarter ending on July 2, 1999 based on the
Consolidated Funded Debt/EBITDA Ratio as set forth in the compliance
certificate required to be delivered by the Borrower pursuant to Section
8.3. Any adjustment to the Applicable Margin shall be effective (a) as of
the first day of any Interest Period beginning on or after the
determination thereof for purposes of the calculation of interest under
Section 2.4.(a)(ii) with respect to any LIBOR Loan and (b) as of the date
of determination thereof for purposes of calculation of the letter of
credit fee under Section 3.6.(b)(i). Notwithstanding the foregoing, prior
to the date on which the Agent first determines the Applicable Margin as
set forth above, the Applicable Margin for Facility A Loans shall equal
0.200% and the Applicable Margin for Facility B Loans shall equal 0.220%.
Thereafter, the Applicable Margin shall be adjusted from time to time as
set forth above.
"Facility B Termination Date" means May 5, 2000, or such later date to
---------------------------
which such date may be extended under Section 2.12.
"Lending Office" means, for each Lender and for each Type of Loan, the
--------------
office of each Lender specified for such Lender on Annex I or such other
office of such Lender (or an affiliate of such Lender) as such Lender may
from time to time specify to the Agent and the Borrower by written notice
in accordance with the terms hereof as the office by which its Loans of
such Type are to be made and maintained.
"NationsBank" means NationsBank, N.A., together with its successors
-----------
and assigns.
"Termination Date" means May 11, 2004.
----------------
-3-
(b) Section 1.1 of the Existing Credit Agreement is hereby amended by
adding the definition of the following term thereto in appropriate alphabetical
order:
"NMS" means NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC.
---
(c) Section 6.1 of the Existing Credit Agreement is hereby amended by adding
to the end of such section the following subsection (u):
(u) Year 2000 Compliance.
--------------------
(i) The Borrower has (x) initiated a review and assessment of all
material areas within its U.S. Subsidiaries' and each other Loan Party's
business and operations (including those affected by material suppliers and
vendors) that could reasonably be expected to be adversely affected by the
failure to become "Year 2000 Compliant" (meaning, that computer hardware
-------------------
and software applications, imbedded microchips and other systems will be
able to recognize and perform properly date-sensitive functions involving
certain dates prior to and any date within two years after December 31,
1999), and (y) developed plans and time lines for becoming Year 2000
Compliant for its operations and its U.S. Subsidiaries and each other Loan
Party on a timely basis.
(ii) The Borrower reasonably believes that the Borrower, its
Subsidiaries and each other Loan Party will become Year 2000 Compliant on a
timely basis, except to the extent that a failure to do so is not
reasonably expected to have a Material Adverse Effect.
(iii) None of the suppliers or vendors of the Borrower, its
Subsidiaries or any other Loan Party whose failure to be or become Year
2000 Compliant on a timely basis could reasonably be expected to have a
Material Adverse Effect, has indicated to the Borrower that such supplier
or vendor will not be or will not become Year 2000 Compliant on a timely
basis.
For purposes of this Section 6.1(u), "U.S. Subsidiaries" shall mean
any Subsidiary of the Borrower organized under the laws of the United
States of America, any state or territory thereof or the District of
Columbia.
(d) Section 8.4 of the Existing Credit Agreement is hereby amended by
replacing the "." at the end of subsection (g) with a ";" and adding to the end
of such section the following subsection (h):
(h) The determination by the Borrower that any computer application
which is material to the operations of the Borrower, any Subsidiary or any
other Loan Party, or the receipt of notice by the Borrower, any Subsidiary
or any other Loan Party that any material vendors or suppliers to any of
them, will not, on a
-4-
timely basis, be able to perform properly date-sensitive functions for all
dates before and after January 1, 2000, except to the extent such failure
is not reasonably expected to have a Material Adverse Effect.
(e) The Existing Credit Agreement is hereby amended by deleting the first
sentence of Section 12.2. in its entirety and substituting in its place the
following:
"The Borrower will pay all present and future expenses of both the
Agent and NMS in connection with the syndication, negotiation, preparation,
execution, delivery and administration (including out-of-pocket costs and
expenses incurred in connection with the assignment of Commitments pursuant
to Section 12.6.(d)) of this Agreement, the Notes and each of the other
Loan Documents, whenever the same shall be executed and delivered,
including the reasonable fees and disbursements of each special and local
counsel retained by the Agent or NMS."
(f) Section 12.6 of the Existing Credit Agreement is hereby amended by
deleting subsection (d) in its entirety and substituting in its place the
following:
(d) Any Lender may with the prior written consent of the Agent and
unless a Default or an Event of Default has occurred and is continuing, the
Borrower (which consent, in each case, shall not be unreasonably withheld)
assign to one or more banks or other financial institutions (each an
"Assignee") all or a portion of its Commitments and its other rights,
obligations and rights and obligations under this Agreement and the Notes;
provided, however, (i) no such consent by the Borrower or the Agent shall
-------- -------
be required in the case of any assignment to another Lender or any
affiliate of such Lender or another Lender; (ii) any partial assignment
shall be in an aggregate amount of Commitments at least equal to
$25,000,000, except for partial assignments from any Lender to another
Lender which may be in an aggregate amount of at least $5,000,000; (iii)
any partial assignment must be of proportionate amounts of the transferor
Lender's Facility A Commitment and Facility B Commitment; (iv) any Lender
assigning all of its Commitments must also assign all of its Bid Rate Loans
to the Assignee; (v) any assignment by a Lender of any of its Facility A
Commitment and its Facility B Commitment must be to the same Assignee and
(vi) each such assignment shall be effected by means of an Assignment and
Acceptance Agreement. Upon execution and delivery of such instrument and
payment by such Assignee to such transferor Lender of an amount equal to
the purchase price agreed between such transferor Lender and such Assignee,
such Assignee shall be deemed to be a Lender party to this Agreement as of
the effective date of the Assignment and Acceptance Agreement and shall
have all the rights and obligations of a Lender with the Commitments as set
forth in such Assignment and Acceptance Agreement, and the transferor
Lender shall relinquish its rights and be released from its obligations
hereunder to a corresponding extent, and no further consent or action by
any party shall be required. Upon the consummation of any assignment
pursuant to this subsection (d), the transferor Lender, the Agent
-5-
and the Borrower shall make appropriate arrangements so that new Notes are
issued to the Assignee and such transferor Lender, as appropriate. If the
Assignee is not incorporated under the laws of the United States of America
or a state thereof, it shall deliver to the Borrower and the Agent
certification as to exemption from deduction or withholding of taxes in
accordance with Section 3.12. In connection with any such assignment
(including any assignment by one Lender to another Lender, but excluding
any assignment by the Agent in its capacity as a Lender), the transferor
Lender shall pay to the Agent an administrative fee for processing such
assignment in the amount of $3,000.
(g) The Existing Credit Agreement is hereby amended by deleting Section 12.8
in its entirety and substituting in its place the following:
Section 12.8. Confidentiality.
---------------
Except as otherwise provided by Applicable Law, the Agent, each
Co-Agent, each Participant and each Lender shall utilize all non-public
information obtained pursuant to the requirements of this Agreement which
has been identified as confidential or proprietary by the Borrower in
accordance with its customary procedure for handling confidential
information of this nature and in accordance with safe and sound banking
practices but in any event may make disclosure (subject to the terms of any
nondisclosure agreement executed pursuant to the next sentence but except
as may be required under Applicable Law): (a) to any other Lender, any of
their respective affiliates (provided they shall agree to keep such
information confidential in accordance with the terms of this Section) or
any officer, director, employee, agent, or advisor of any Lender or
affiliate of any Lender; (b) as reasonably required by any bona fide
---------
transferee or participant in connection with the contemplated transfer of
any Commitments or participations therein as permitted hereunder (provided
they shall agree to keep such information confidential in accordance with
the terms of this Section); (c) as required by any Governmental Authority
or representative thereof or pursuant to legal process; (d) to the Agent's,
such Co-Agent's or such Lender's independent auditors and other
professional advisors (provided they shall be notified of the confidential
nature of the information and agree to maintain it in confidence);and (e)
after the happening and during the continuance of an Event of Default, to
any other Person, in connection with the exercise by the Agent, the Co-
Agents or the Lenders of rights hereunder or under any of the other Loan
Documents. Prior to disclosure to the Agent, any Lender, or any of their
officers, agents, legal counsel or accountants, by the Borrower or any of
its Subsidiaries of any of the Borrower's or such Subsidiary's proprietary
information, the Agent and each Lender agrees to execute and deliver, and
to cause any such officer, agent, legal counsel or accountant to whom such
proprietary information is to be disclosed to execute and deliver, a non-
disclosure agreement substantially in the form of Exhibit L.
-6-
(h) The Existing Credit Agreement is hereby amended by deleting Annex I
thereto in its entirety and substituting in its place Annex I hereto.
Section 2. Acknowledgment of Lenders' Commitments; Adjustment of
-----------------------------------------------------
Outstandings. The parties hereto agree that after giving effect to the
------------
transactions contemplated by this Amendment and Restatement, the amount of each
Lender's respective Facility A Commitment and Facility B Commitment is as set
forth on Annex I attached hereto. The Borrower and the Lenders agree that as of
the date on which all of the conditions precedent contained in Section 4 are
satisfied (the "Effective Date"), all Syndicated Loans outstanding under the
Existing Credit Agreement (after giving effect to any principal repayments being
made by the Borrower on the Effective Date) shall be allocated among the Lenders
in accordance with their respective Commitment Percentages (determined in
accordance with the aggregate amount of their respective Facility A Commitments
and Facility B Commitments as set forth on Annex I attached hereto), and each
Lender agrees to make such payments to the other Lenders and any Person who
ceased to be a "Lender" under the Existing Credit Agreement upon the Effective
Date in such amounts as are necessary to effect such allocation. All such
payments shall be made to Agent for the account of the Person to be paid and
shall be made on a net basis.
Section 3. Conditions Precedent. The effectiveness of this Amendment and
--------------------
Restatement is subject to receipt by the Agent of each of the following; each in
form and substance satisfactory to the Agent:
(a) Counterparts of this Amendment and Restatement executed by each of
parties hereto;
(b) The closing fee referred to in Section 4 below;
(c) Notes executed by the Borrower, payable to each Lender and complying
with the terms of Section 2.10 (a) and (b) of the Existing Credit Agreement as
amended and restated by this Amendment and Restatement;
(d) The articles of incorporation of the Borrower certified as of a recent
date by the Secretary of State of the State of Georgia;
(e) A Certificate of Existence issued as of a recent date by the Secretary
of State of the State of Georgia with respect to the Borrower;
(f) A certificate of incumbency signed by the Secretary or Assistant
Secretary of the Borrower with respect to each of the officers of the Borrower
authorized to execute and deliver this Amendment and Restatement;
(g) Certified copies (certified by the Secretary or Assistant Secretary of
the Borrower) of the bylaws of the Borrower and of all corporate or other
necessary action taken by the Borrower to authorize the execution, delivery and
performance of this Amendment and Restatement; and
-7-
(h) Such other documents, agreements and instruments as Agent may
reasonably request.
Section 4. Closing Fee. In consideration of the Lenders' amending of the
-----------
Credit Agreement as provided herein, the Borrower agrees to pay to the Agent for
the account of the Lenders a closing fee equal to twelve one-hundredths of one
percent (0.12%) of the aggregate amount of the Facility A Commitments.
Section 5. Representations. 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
Restatement and to perform its obligations under the Existing Credit Agreement
as amended and restated by this Amendment and Restatement, in accordance with
its terms. This Amendment and Restatement has been duly executed and delivered
by a duly authorized officer of the Borrower and the Existing Credit Agreement
as amended and restated by this Amendment and Restatement, is a legal, valid and
binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms.
(b) Compliance with Laws, etc. The execution and delivery by the Borrower
-------------------------
of this Amendment and Restatement and the performance by the Borrower of the
Existing Credit Agreement as amended and restated by this Amendment and
Restatement, 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 and Restatement.
Section 6. Reaffirmation of Representations and Warranties. The Borrower
-----------------------------------------------
hereby represents that the representations and warranties made or deemed made by
the Borrower in the Loan Documents to which it is a party (except those set
forth in clauses (f), (i), (j), (n) and (s) of Section 6.1 of the Existing
Credit Agreement) are true and correct on and as of the date hereof with the
same force and effect as if made 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
-8-
representations and warranties shall have been true and accurate on and as of
such earlier date) and except for changes in factual circumstances specifically
and expressly permitted under the Existing Credit Agreement as amended and
restated by this Amendment and Restatement.
Section 7. Amendment of Certain Representations and Warranties. No later
---------------------------------------------------
than June 24, 1999, the Existing Credit Agreement as amended and restated by
this Amendment and Restatement (the "Restated Credit Agreement") shall be
amended by the Borrower and the Requisite Lenders (i) to amend the
representations and warranties contained in clauses (f), (i), (j), (n) and (s)
of Section 6.1 of the Restated Credit Agreement in a manner satisfactory to such
parties; and (ii) pursuant to which, the Borrower shall make the representations
and warranties contained in such clauses as amended. If such parties shall fail
to enter into such amendment by June 24, 1999, the Requisite Lenders shall have
the right to terminate the Commitments at any time after such date, such right
being exercisable by giving written notice to the Borrower of such termination.
Section 8. 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 and restated by this Amendment and Restatement.
Section 9. Benefits. This Amendment and Restatement shall be binding
--------
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.
Section 10. GOVERNING LAW. THIS AMENDMENT AND RESTATEMENT SHALL BE
-------------
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF GEORGIA.
Section 11. 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
Restatement and the other agreements and documents executed and delivered in
connection herewith.
Section 12. Effect. The amendment and restatement effected hereby shall
------
be deemed to have prospective application only.
Section 13. Counterparts. This Amendment and Restatement 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 14. Definitions. All capitalized terms not otherwise defined
-----------
herein are used herein with the respective definitions given them in the
Existing Credit Agreement.
SECTION 15. NO NOVATION. THE PARTIES HERETO HAVE ENTERED INTO THIS
-----------
AGREEMENT AND THE OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION
HEREWITH SOLELY TO AMEND AND RESTATE THE TERMS OF, AND THE OBLIGATIONS OWING
UNDER AND IN CONNECTION WITH, THE
-9-
EXISTING CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AGREEMENT NOR THE
TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AGREEMENT AND THE TRANSACTION
CONTEMPLATED HEREBY SHALL NOT BE DEEMED OR CONSTRUED TO BE, A NOVATION OF ANY OF
THE OBLIGATIONS OWING BY THE BORROWER, ITS SUBSIDIARIES OR ANY OTHER LOAN PARTY
UNDER OR IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT OR ANY OTHER CREDIT
DOCUMENT.
[Signatures on Following Pages]
-10-
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement to be executed by their authorized officers all as of
the day and year first above written.
SCIENTIFIC-ATLANTA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Title: Senior Vice President Finance,
------------------------------
CFO & Treasurer
------------------------------
NATIONSBANK, N.A., individually and as
Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Title: Vice President
------------------------------
THE BANK OF NEW YORK, individually and
as Co-Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
------------------------------
Title: Assistant Vice President
------------------------------
ABN AMRO BANK N.V., acting through its
Atlanta Agency, individually and as
Co-Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Title: Vice President
------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Title: Vice President
------------------------------
[Signatures Continued on Next Page]
-11-
[Signature Page to Amended and Restated Credit Agreement dated as of
May 7, 1999 with Scientific-Atlanta, Inc.]
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------
Title: Vice President
---------------------
WACHOVIA BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
Title: Senior Vice President
---------------------
THE BANK OF TOKYO-MITSUBISHI
LIMITED
By: /s/ G. England
----------------------------
Name: G. England
---------------------
Title: VP and Manager
---------------------
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------
Title: Vice President
---------------------
-12-
ANNEX I
-------
LIST OF LENDERS, COMMITMENT AMOUNTS AND LENDING OFFICES
-------------------------------------------------------
NationsBank, N.A.
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ $42,500,000
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Initial Facility B Commitment Amount:
------------------------------------
$42,500,000
Wiring Instructions:
To: NationsBank, N.A.
Attention: Corporate Credit Support
ABA #▇▇▇▇▇▇▇▇▇
Reference: Scientific-Atlanta, Inc.
Account: 1292000883
The Bank of New York
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
▇ ▇▇▇▇ ▇▇▇▇▇▇ $27,500,000
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Initial Facility B Commitment Amount:
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ ------------------------------------
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ $27,500,000
Wiring Instructions:
To: The Bank of New York
▇ ▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇)
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account No.: GLA 111-556
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, AVP
I-1
ABN AMRO Bank N.V., acting through its
Atlanta Agency
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ $25,000,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Initial Facility B Commitment Amount:
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ ------------------------------------
Telephone: (▇▇▇)▇▇▇-▇▇▇▇ $25,000,000
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
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
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇ Initial Facility B Commitment Amount:
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ ------------------------------------
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ $12,500,000
Wiring Instructions:
To: HSBC Financial Institutions
For: Australia and New Zealand Banking
Group Ltd.
ABA #▇▇▇-▇▇▇-▇▇▇
Account: 000107484
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
I-2
Wachovia Bank, N.A.
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ $17,500,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Initial Facility B Commitment Amount:
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ ------------------------------------
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ $17,500,000
Wiring Instructions:
To: Wachovia Bank, N.A.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
ABA #▇▇▇-▇▇▇-▇▇▇
Account: ▇▇-▇▇▇-▇▇▇
Attention (Interest & Fees on Loans): ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇
Attention (Documentary Letter of Credit Fees): ▇▇▇▇▇▇▇ ▇▇▇▇
Attention: (Standby Letter of Credit Fees): ▇▇▇▇▇▇ ▇▇▇▇▇▇
The Bank of Tokyo-Mitsubishi Limited
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- -------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, #▇▇▇▇ $12,500,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ Initial Facility B Commitment Amount:
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ ------------------------------------
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ $12,500,000
Wiring Instructions:
To: Bank of Tokyo-Mitsubishi, Ltd. N.Y. Br.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ABA #▇▇▇▇-▇▇▇▇-▇
Account ▇▇▇▇▇▇▇▇
Attention: Loan Operations Dept.
I-3
First Union National Bank
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- -------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ $12,500,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Initial Facility B Commitment Amount:
Mail Code: GA9030 -------------------------------------
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ $12,500,000
Wiring Instructions:
To: First Union National Bank
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account: ▇▇▇▇▇▇▇▇▇▇
Attention: Commercial Loans
I-4