FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 10th, 2002 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.2 Arris Group, Inc. 11450 Technology Circle Duluth, Georgia 30097 March 11, 2003 Nortel Networks Inc. 221 Lakeside Boulevard Richardson, Texas 75082-4399 Ladies and Gentlemen: This letter memorializes the agreements that we have reached...Option Agreement • March 11th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment
SUPPLEMENTAL INDENTURESupplemental Indenture • April 1st, 2002 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
ARRIS GROUP, INC. AND THE BANK OF NEW YORK RIGHTS AGENTRights Agreement • October 3rd, 2002 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
By and BetweenRegistration Rights Agreement • May 14th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
Arris Group, Inc. $105,000,000 4 1/2% Convertible Subordinated Notes due 2008Purchase Agreement • May 20th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.18 AGREEMENT FOR PURCHASE AND SALE OF ASSETSPurchase and Sale Agreement • March 27th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Georgia
EXHIBIT 1.1 ARRIS GROUP, INC. Underwriting AgreementUnderwriting Agreement • November 25th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of October 29, 1996 (this "Agreement"), by and between the party named on the signature page hereof as the investor ("Investor") and ANTEC Corporation, a Delaware...Registration Rights Agreement • March 27th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Delaware
TWELFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment") is made and entered into as of this 29th day of August, 2003, by and among ARRIS INTERNATIONAL, INC., a Delaware corporation (the...Credit Agreement • September 9th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
RECITALSCredit Agreement • March 11th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 5, 2001, is by and between Arris Group Inc, a Delaware corporation (the "Company"), and David B. Potts ("Executive"). WHEREAS, Executive and the Company...Employment Agreement • March 27th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Georgia
EXHIBIT 10.18 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 2002 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 10.4 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 13th, 2001 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Delaware
1 EXHIBIT 10.2 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT dated as of August 3, 2001 among NORTEL NETWORKS LLC, a Delaware limited liability company (together with its successors and assigns, "Nortel"), THE CIT GROUP/BUSINESS CREDIT, INC.,...Subordination Agreement • August 13th, 2001 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 1.1 ARRIS GROUP, INC. 15,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 20th, 2002 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
SECTION 1 DEFINITIONSInvestor Rights Agreement • June 10th, 2002 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Delaware
RECITALSCredit Agreement • September 9th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
Pricing AgreementPricing Agreement • November 25th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment
RECITALS:Manufacturing Agreement • August 9th, 2004 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Illinois
EXHIBIT 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 8th, 2002 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Illinois
EXHIBIT 10.9(b) AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), dated as of January 21, 2002, is by and between ARRIS GROUP, INC., a Delaware corporation (the "Company"), and GORDON HALVERSON...Employment Agreement • May 15th, 2002 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Georgia
AMONGCredit Agreement • August 13th, 2001 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.2 OPTION AGREEMENTOption Agreement • June 10th, 2002 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Delaware
ISSUER, ANDIndenture • March 27th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
BY: -------------------------------- -------------------------------------- SECRETARY TRANSFER AGENT AND REGISTRAR -------------------------------- -------------------------------------- PRESIDENT AUTHORIZED SIGNATUREStock Certificate • July 2nd, 2001 • Broadband Parent Corp • Radio & tv broadcasting & communications equipment
1 EXHIBIT 10.9 TRANSITIONAL SERVICES AGREEMENT TRANSITIONAL SERVICES AGREEMENT ("Agreement") made and executed by and between Nortel Networks Inc. ("Nortel Networks"), a Delaware corporation, with offices at Northern Telecom Plaza, 200 Athens Way,...Transitional Services Agreement • August 13th, 2001 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Georgia
ACKNOWLEDGEMENT Dated as of July 25, 2002 The CIT Group/Business Credit, Inc., as Administrative Agent, Syndication Agent and Collateral Agent Each Lender (as defined below) party to, the Credit Agreement (as defined below) Ladies and Gentlemen:...Credit Agreement • August 14th, 2002 • Arris Group Inc • Radio & tv broadcasting & communications equipment
LIMITED WAIVERLimited Waiver • February 12th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment
TENTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT THIS TENTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (the "Amendment") is made and entered into as of this 20th day of August, 2003, by and among ARRIS INTERNATIONAL, INC., a Delaware corporation (the...Credit Agreement • September 9th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.10 (C) AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, initially made as of the 16th of October, 1995 and subsequently amended and restated on the 29th day of April, 1999, by and between ANTEC Corporation and Robert Stanzione...Employment Agreement • November 14th, 2001 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Georgia
STOCK OPTION GRANTStock Option Grant • November 9th, 2004 • Arris Group Inc • Radio & tv broadcasting & communications equipment
1 EXHIBIT 10.11 PURCHASE & SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into as of the 3rd day of August, 2001 ("Effective Date") between Nortel Networks Inc., a Delaware corporation with offices located at 5555 Windward...Purchase & Sale Agreement • August 13th, 2001 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Georgia
Arris Group, Inc. 11450 Technology Circle Duluth, Georgia 30097 March 11, 2003Registration Rights Agreement • March 11th, 2003 • Arris Group Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 10.6 INTELLECTUAL PROPERTY RIGHTS AGREEMENTIntellectual Property Rights Agreement • August 13th, 2001 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Ontario
