ASSUMPTION AGREEMENTAssumption Agreement • April 16th, 2013 • Arris Group Inc • Radio & tv broadcasting & communications equipment
Each of Arris HoldCo and Arris will, from time to time and at all times hereafter, upon every reasonable request to do so by the other party hereto, make, do, execute and deliver, or cause to be made, done, executed and delivered, all such further acts, deeds, assurances and things as may be reasonably required or necessary in order to further implement and carry out the intent and purpose of this Assumption Agreement.
WAIVERWaiver • April 16th, 2013 • Arris Group Inc • Radio & tv broadcasting & communications equipment
THIS WAIVER (the “Waiver”), dated as of April , 2013, is by and among ARRIS GROUP, INC., a Delaware corporation (the “Company”), ARRIS ENTERPRISES I, INC., a Delaware corporation (“Parent”), ARRIS ENTERPRISES II, INC., a Delaware corporation (“Merger Sub”), and the individual named on the signature page hereto (“Executive”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 16th, 2013 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 15, 2013, is by and among ARRIS Group, Inc., a Delaware corporation (“Arris”), Arris Enterprises I, Inc., a Delaware corporation and a wholly owned subsidiary of Arris (“Holdco”), and Arris Enterprises II, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Merger Sub”).
GUARANTYGuaranty • April 16th, 2013 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
This GUARANTY, dated as of April 16, 2013 (the “Guaranty”), is made by ARRIS Group, Inc. (formerly ARRIS Enterprises I, Inc.), a Delaware corporation (together with its successors and permitted assigns, the “Guarantor”), in favor of The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), acting in its capacity as trustee (the “Trustee”), under the Indenture, dated as of November 13, 2006, as amended and supplemented by the First Supplemental Indenture, dated as of April 16, 2013, (as so amended and supplemented and as further amended, modified or supplemented from time to time, the “Indenture”), by and among ARRIS Enterprises, Inc. (formerly ARRIS Group, Inc.) (the “Issuer”), the Guarantor and the Trustee, pursuant to which the Issuer has issued its 2.00% Convertible Senior Notes due 2026 (the “Notes”) in the original aggregate principal amount of $276,000,000 originally evidence by Global Note No. 1 dated as of November 13, 2006, in the ori
ARRIS ENTERPRISES, INC., Company ARRIS GROUP, INC., Guarantor And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of April 16, 2013 To INDENTURE Dated as of November 13, 2006 $276,000,000 Principal...First Supplemental Indenture • April 16th, 2013 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
THIS AMENDED AND RESTATED INDENTURE, dated as of April 16, 2013 between ARRIS Enterprises, Inc., formerly ARRIS Group, Inc., a Delaware corporation (the “Company”), ARRIS Group, Inc., a Delaware corporation (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
