AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG COMMSCOPE HOLDING COMPANY, INC., THE MANAGEMENT STOCKHOLDERS AND CARLYLE-COMMSCOPE HOLDINGS, L.P.Stockholders Agreement • September 27th, 2013 • CommScope Holding Company, Inc. • Radio & tv broadcasting & communications equipment • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is made as of [—], 2013 by and among CommScope Holding Company, Inc., a Delaware corporation (“Company”), the individuals identified on Schedule A as Management Stockholders (collectively, the “Management Stockholders”), Carlyle-CommScope Holdings, L.P. (the “Initial Carlyle Stockholder”), and any other stockholder who from time to time becomes party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”). For purposes of this Agreement, a stockholder who joins this Agreement pursuant to a Joinder Agreement shall be included in the term “Management Stockholder” or “Carlyle Stockholder” as specified in the applicable Joinder Agreement.
CEDAR I MERGER SUB, INC., COMMSCOPE, INC., as Issuer and the Guarantors party hereto 8.25% Senior Notes due 2019 INDENTURE Dated as of January 14, 2011 WILMINGTON TRUST FSB, as TrusteeCedar I Merger • September 27th, 2013 • CommScope Holding Company, Inc. • Radio & tv broadcasting & communications equipment • New York
INDENTURE, dated as of January 14, 2011, as amended or supplemented from time to time (this “Indenture”), among CEDAR I MERGER SUB, INC., a corporation duly organized and existing under the laws of the State of Delaware (“Merger Sub”), COMMSCOPE, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”), certain subsidiaries of the Issuer from time to time parties hereto (the “Guarantors”) and WILMINGTON TRUST FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG CARLYLE-COMMSCOPE HOLDINGS, L.P. AND EACH OTHER PERSON EXECUTING THIS AGREEMENT AS A “ROLLOVER INVESTOR” DATED AS OF JANUARY 14, 2011Registration Rights Agreement • September 27th, 2013 • CommScope Holding Company, Inc. • Radio & tv broadcasting & communications equipment • Delaware
