EXHIBIT 10.1
AMENDMENT NO. 2 TO 364-DAY SENIOR BRIDGE LOAN AGREEMENT
(ELECTRONICS BUSINESSES)
AMENDMENT NO. 2 TO 364-DAY SENIOR BRIDGE LOAN AGREEMENT (Electronics Businesses)
(this "Amendment"), dated as of August 31, 2007, among TYCO ELECTRONICS GROUP
S.A., a Luxembourg company (the "E Borrower"), TYCO ELECTRONICS LTD., a Bermuda
company (the "E Guarantor"), each Person executing this Amendment as a Lender,
and BANK OF AMERICA, N.A., as Administrative Agent.
PRELIMINARY STATEMENTS
(1)
The E Borrower, the E Guarantor, the Lenders and the
Administrative Agent are parties to the 364-Day Senior Bridge Loan Agreement,
dated as of April 25, 2007 (as amended, supplemented or otherwise modified from
time to time through the date of this Amendment, the "Bridge Loan Agreement").
(2)
The E Borrower, the E Guarantor, the Lenders and the
Administrative Agent desire to amend the Bridge Loan Agreement in certain
respects, including, to permit the Borrower to extend the Tranche A Maturity
Date to a date 364 days from the date certain on which the Tranche A Commitment
will expire and the Tranche A Loans will mature under the terms of the existing
Bridge Loan Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01.
DEFINED TERMS.
CAPITALIZED TERMS USED BUT NOT DEFINED IN
THIS AMENDMENT SHALL HAVE THE MEANING SET FORTH IN THE BRIDGE LOAN AGREEMENT.
SECTION 1.02.
RULES OF CONSTRUCTION.
THE RULES OF CONSTRUCTION SET FORTH
IN SECTION 1.03 OF THE BRIDGE LOAN AGREEMENT SHALL APPLY TO THIS AMENDMENT AS IF
FULLY SET FORTH HEREIN.
ARTICLE II
AMENDMENTS TO CREDIT AGREEMENT
SECTION 2.01.
AMENDMENTS TO ARTICLE I OF THE BRIDGE LOAN AGREEMENT.
(A)
SECTION 1.01 OF THE BRIDGE LOAN AGREEMENT IS HEREBY AMENDED BY
INSERTING THE FOLLOWING NEW DEFINITIONS IN THEIR APPROPRIATE ALPHABETICAL ORDER:
(I)
"EXTENDED TRANCHE A MATURITY DATE" HAS THE MEANING SET FORTH IN SECTION
2.14(B).
(II)
"SCHEDULED TRANCHE A MATURITY DATE" MEANS APRIL 23, 2008.
(B)
THE DEFINITION OF TRANCHE A MATURITY DATE IN SECTION 1.01 OF THE
BRIDGE LOAN AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS
FOLLOWS:
(I)
"TRANCHE A MATURITY DATE" MEANS THE EARLIEST TO OCCUR OF (I) THE
SCHEDULED TRANCHE A MATURITY DATE (OR, IF THE SCHEDULED TRANCHE A MATURITY DATE
IS EXTENDED PURSUANT TO SECTION 2.14, THE EXTENDED TRANCHE A MATURITY DATE),
(II) THE DATE OF ANY VOLUNTARY TERMINATION OR REDUCTION OF COMMITMENTS UNDER THE
CREDIT AGREEMENT, OR (III) THE DATE OF ANY VOLUNTARY PREPAYMENT OF ANY
NON-REVOLVING DEBT OF THE GUARANTOR OR ANY SUBSIDIARY (OTHER THAN THE EXISTING
INDENTURE DEBT) IN AN AGGREGATE OUTSTANDING PRINCIPAL AMOUNT EXCEEDING
$100,000,000; PROVIDED THAT IF SUCH DAY IS NOT A BUSINESS DAY, THE TRANCHE A
MATURITY DATE SHALL BE THE NEXT SUCCEEDING BUSINESS DAY (EXCLUDING ANY DAY ON
WHICH BANKS ARE NOT OPEN FOR DEALINGS IN DOLLAR DEPOSITS IN THE LONDON INTERBANK
MARKET); AND PROVIDED FURTHER