AGREEMENT AND PLAN OF MERGER AMONG COMMSCOPE, INC., CEDAR I HOLDING COMPANY, INC. AND CEDAR I MERGER SUB, INC. DATED AS OF OCTOBER 26, 2010Merger Agreement • October 28th, 2010 • Commscope Inc • Radio & tv broadcasting & communications equipment • Delaware
NOTICE IS HEREBY GIVEN, pursuant to Section 4.10(c) of the First Supplemental Indenture (the “Supplemental Notes Indenture”), dated as of May 28, 2009, to the Subordinated Indenture, dated as of May 28, 2009, by and between CommScope, Inc. (the “Company”) and U.S. Bank National Association as Trustee, governing the 3.25% Senior Subordinated Convertible Notes due 2015 (the “Notes”) issued by the Company, that the Company has entered into a merger agreement with Cedar I Merger Sub, Inc. (“Merger Sub”), and Cedar I Holding Company, Inc., a Delaware corporation (“Parent”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”). The Merger is expected to occur and become effective on [a date that is no earlier than] [—,] 2010 [and no later than [—,] 2010] (such date, the “Effective Time”). At the Effective Time, holders of record of common stock, par value $0.01 per share, of the Company (a “Common Share” or, collectively, the “Common Shares”) (other than (i) issue
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENTCredit Agreement • October 28th, 2010 • Commscope Inc • Radio & tv broadcasting & communications equipment • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of October 26, 2010 (this “Amendment”), among COMMSCOPE, INC., a Delaware corporation (the “Borrower”), the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Required Lenders listed on the signature pages hereto, to the CREDIT AGREEMENT, dated as of December 27, 2007, as amended prior to the date hereof (the “Credit Agreement”), among the Borrower, each lender from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and to the SECURITY AGREEMENT, dated as of December 27, 2007 (the “Security Agreement”), made by the Borrower, the Guarantors and the Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
