0000931763-03-000598 Sample Contracts

AMENDED AND RESTATED INVESTMENT AGREEMENT
Investment Agreement • March 20th, 2003 • Adtran Inc • Telephone & telegraph apparatus • Alabama

This Amended and Restated Investment Agreement (this “Agreement”) is entered into as of this 3rd day of January, 2002, by and between ADTRAN, INC. (the “Borrower”), a Delaware corporation, and FIRST UNION NATIONAL BANK (successor-in-interest to First Union National Bank of Tennessee) (the “Bondholder”), a national banking association.

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CPR SELECT THE CORPORATEPLAN FOR RETIREMENT SELECT PLAN Adoption Agreement IMPORTANT NOTE
Adtran Inc • March 20th, 2003 • Telephone & telegraph apparatus • Massachusetts

This document is not an IRS approved Prototype Plan. An Adopting Employer may not rely solely on this Plan to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” and exempt from Parts 2 through 4 of Title I of the Employee Retirement Income Security Act of 1974 with respect to the Employer’s particular situation. Fidelity Management Trust Company, its affiliates and employees may not provide you with legal advice in connection with the execution of this document. This document should be reviewed by your attorney and/or accountant prior to execution.

AMENDMENT TO FIRST AMENDED AND RESTATED FINANCING AGREEMENT AND FIRST AMENDED AND RESTATED LOAN AGREEMENT
Financing Agreement • March 20th, 2003 • Adtran Inc • Telephone & telegraph apparatus

This Amendment to First Amended and Restated Financing Agreement and First Amended and Restated Loan Agreement (the “Amendment”) dated as of January 3, 2002, by and between FIRST UNION NATIONAL BANK, a national banking association (successor-in-interest to First Union National Bank of Tennessee) (the “Bondholder”), and ADTRAN, INC., a Delaware corporation (the “Borrower”).

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