0000895345-04-000414 Sample Contracts

June 14, 2004
Memorandum of Understanding • June 15th, 2004 • Commscope Inc • Radio & tv broadcasting & communications equipment

We refer to the Amended and Restated Memorandum of Understanding dated as of November 15, 2001, as amended by Amendments No. 1 and No. 2 thereto, by and between The Furukawa Electric Co., Ltd. ("Furukawa") and CommScope Optical Technologies, Inc. (as assignee of CommScope, Inc. ("CommScope")) (the "MOU"); to the Stockholders Agreement dated as of October 9, 2002 by and between Commscope and Furukawa (the "Stockholders Agreement"); and to the Registration Rights Agreement dated as of October 9, 2002 by and between CommScope and Furukawa (the "Registration Rights Agreement").

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WITNESSETH
Revolving Credit Agreement • June 15th, 2004 • Commscope Inc • Radio & tv broadcasting & communications equipment
ASSIGNMENT
Assignment • June 15th, 2004 • Commscope Inc • 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.

AGREEMENT ---------
Optical Fiber Supply Agreement • June 15th, 2004 • Commscope Inc • Radio & tv broadcasting & communications equipment • Georgia
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