EXHIBIT 3 AMENDMENT NO. 2 --------------- AMENDENT NO. 2, dated as of November 15, 2001 ("Amendment No. 2"), to the Rights Agreement, dated as of June 12, 1997, as amended by Amendment No. 1, dated as of June 14, 1999, between CommScope, Inc., a...Commscope Inc • November 19th, 2001 • Radio & tv broadcasting & communications equipment • Delaware
WITNESSETHRevolving Credit Agreement • June 15th, 2004 • Commscope Inc • Radio & tv broadcasting & communications equipment
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT Dated as of November 16, 2001Registration Rights Agreement • November 26th, 2001 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
COMMSCOPE, INC. and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent _____________________________ Rights Agreement _____________________________ Dated as of June 12, 1997 TABLE OF CONTENTS Page SECTION 1. Certain Definitions. 1 SECTION 2....Rights Agreement • June 30th, 1997 • Commscope Inc • Radio & tv broadcasting & communications equipment • Delaware
by and betweenStockholders Agreement • October 9th, 2002 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
RECITALS --------Indemnification Agreement • March 10th, 2005 • Commscope Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG AVAYA, INC., COMMSCOPE, INC.Asset Purchase Agreement • February 12th, 2004 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT Dated as of January 31, 2004 by and between CommScope, Inc.Registration Rights Agreement • February 12th, 2004 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.10 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (the "Amendment") is made as of July 25, 1997 by and between Frank M. Drendel (the "Executive") and General Instrument Corporation, a Delaware corporation ("General Instrument"). WHEREAS,...Employment Agreement • March 31st, 1998 • Commscope Inc • Radio & tv broadcasting & communications equipment • North Carolina
by and betweenRegistration Rights Agreement • October 9th, 2002 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
CREDIT AGREEMENT Dated as of December 27, 2007 among COMMSCOPE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, and WACHOVIA...Credit Agreement • December 28th, 2007 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.1 AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 12th, 2004 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
FORM OFRights Agreement • March 24th, 1997 • Commscope Inc • Delaware
COMMSCOPE, INC. AS ISSUER AND FIRST UNION NATIONAL BANK, AS TRUSTEE INDENTURECommscope Inc • January 14th, 2000 • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.11.3 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is dated as of June 26, 2002, by and among WACHOVIA BANK, N.A. (successor by merger to First Union National Bank) (the "Bank"),...Credit Agreement • August 13th, 2002 • Commscope Inc • Radio & tv broadcasting & communications equipment • North Carolina
OFLimited Liability Company Agreement • March 27th, 2002 • Commscope Inc • Radio & tv broadcasting & communications equipment • Delaware
AMENDMENT NO. 1 TO AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDINGFinancing Agreement • October 9th, 2002 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 4.4 COMMSCOPE, INC. Convertible Subordinated Notes due 2006 PURCHASE AGREEMENT ------------------ Dated: December 9, 1999 COMMSCOPE, INC. CONVERTIBLE SUBORDINATED NOTES DUE 2006 PURCHASE AGREEMENT ------------------Purchase Agreement • January 14th, 2000 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 4.6 COMMSCOPE, INC. 4% CONVERTIBLE SUBORDINATED NOTES DUE 2006 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • January 14th, 2000 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.11 CREDIT AGREEMENT dated the 26th day of February, 1999 by and between FIRST UNION NATIONAL BANKCredit Agreement • March 25th, 1999 • Commscope Inc • Radio & tv broadcasting & communications equipment • North Carolina
by and amongStock Purchase Agreement • October 9th, 2002 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
COMMSCOPE, INC. To U.S. BANK NATIONAL ASSOCIATION as Trustee SUBORDINATED INDENTURE Dated as ofCommscope Inc • March 25th, 2009 • Radio & tv broadcasting & communications equipment • New York
ARTICLE I DEFINITIONSTransition Services Agreement • August 14th, 1997 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
FORM OF COMMSCOPE, INC. 2006 LONG-TERM INCENTIVE PLAN DIRECTOR'S NONQUALIFIED STOCK OPTION AGREEMENTOption Agreement • December 19th, 2006 • Commscope Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 10.7.1 FIRST AMENDMENT TO THE CREDIT AGREEMENT FIRST AMENDMENT, dated as of December 7, 1999 (this "First Amendment"), to the Credit Agreement, dated as of July 23, 1997 (as amended, supplemented, or otherwise modified from time to time, the...Credit Agreement • March 28th, 2000 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
FORM OF COMMSCOPE, INC. 2006 LONG-TERM INCENTIVE PLAN DIRECTOR'S NONQUALIFIED STOCK OPTION AGREEMENT ----------------------------------------------Agreement • May 9th, 2006 • Commscope Inc • Radio & tv broadcasting & communications equipment • Delaware
Exhibit 10.2 FORM OF COMMSCOPE, INC. 1997 LONG-TERM INCENTIVE PLAN EMPLOYEE PERFORMANCE UNIT AWARD AGREEMENT (WITH RELATED DIVIDEND EQUIVALENT RIGHTS)Agreement • December 15th, 2005 • Commscope Inc • Radio & tv broadcasting & communications equipment • Delaware
Exhibit 10.11.2 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment"), dated as of June 28, 2000, between FIRST UNION NATIONAL BANK, a national banking association (the "Bank"), COMMSCOPE, INC. OF...Credit Agreement • August 15th, 2000 • Commscope Inc • Radio & tv broadcasting & communications equipment • North Carolina
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 24th, 1997 • Commscope Inc • Delaware
FORM OF AMENDMENT No. 1 to the SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • July 30th, 1999 • Commscope Inc • Radio & tv broadcasting & communications equipment
FORM OF COMMSCOPE, INC. 2006 LONG TERM INCENTIVE PLAN EMPLOYEE PERFORMANCE SHARE UNIT AWARD AGREEMENT (WITH RELATED DIVIDEND EQUIVALENT RIGHTS)Agreement • December 18th, 2006 • Commscope Inc • Radio & tv broadcasting & communications equipment • Delaware
FORM OF AMENDED AND RESTATED COMMSCOPE, INC. 1997 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT (ANNUAL)Agreement • December 15th, 2005 • Commscope Inc • Radio & tv broadcasting & communications equipment • Delaware
REGISTRATION RIGHTS AGREEMENT between COMMSCOPE, INC. as Issuer, and WACHOVIA CAPITAL MARKETS, LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as representatives of the Initial Purchasers Dated as of March 24, 2004Registration Rights Agreement • May 10th, 2004 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
REGISTRATION RIGHTS AGREEMENT dated as of March 24, 2004 between CommScope, Inc., a Delaware corporation (the “Company”) and Wachovia Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book-running managers and as representatives for the several initial purchasers (the “Initial Purchasers”) named in Schedule I to the Purchase Agreement dated March 18, 2004 (the “Purchase Agreement”), among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.
W I T N E S S E T H: - - - - - - - - - -The Credit Agreement • August 13th, 2002 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
ASSIGNMENTCommscope Inc • June 15th, 2004 • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, in accordance with the Amended and Restated Memorandum of Understanding dated as of November 15, 2001 by and between The Furukawa Electric Co., Ltd. ("Furukawa") and CommScope, Inc. ("CommScope"), as amended by Amendment No. 1 dated as of October 9, 2002 (the "MOU"), CommScope, pursuant to Section 11.2 of the MOU, does hereby sell, assign, transfer and convey all of CommScope's rights and duties under the MOU to CommScope Optical Technologies, Inc. ("Assignee"), a wholly-owned subsidiary of CommScope, as of the date hereof.
