CEDAR I MERGER SUB, INC., COMMSCOPE, INC., as Issuer and the Guarantors party hereto 8.25% Senior Notes due 2019 INDENTURE Dated as of January 14, 2011 WILMINGTON TRUST FSB, as TrusteeIndenture • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
INDENTURE, dated as of January 14, 2011, as amended or supplemented from time to time (this “Indenture”), among CEDAR I MERGER SUB, INC., a corporation duly organized and existing under the laws of the State of Delaware (“Merger Sub”), COMMSCOPE, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”), certain subsidiaries of the Issuer from time to time parties hereto (the “Guarantors”) and WILMINGTON TRUST FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”).
CREDIT AGREEMENT Dated as of January 14, 2011 among CEDAR I MERGER SUB, INC., as the Borrower, CEDAR I HOLDING COMPANY, INC., as Holdings, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, The Other Lenders Party Hereto, and...Credit Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • Delaware
This CREDIT AGREEMENT (as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise) (this “Agreement”) is entered into as of January 14, 2011 among CEDAR I MERGER SUB, INC. (“Merger Sub” and, at any time prior to the consummation of the Merger (as defined below), the “Borrower”), a Delaware corporation to be merged with and into COMMSCOPE, INC., a Delaware corporation (the “Company” and, upon and at any time after the consummation of the Merger, the “Borrower”), CEDAR I HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), J.P. MORGAN SECURITIES LLC, as Arranger and Sole Bookrunner (“J.P. Morgan”), and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent (in such capacity, the “Agent”).
TERM LOAN CREDIT FACILITY PLEDGE AND SECURITY AGREEMENT dated as of January 14, 2011 among CEDAR I MERGER SUB, INC., as a Grantor and EACH OF THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Collateral AgentPledge and Security Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
This TERM LOAN CREDIT FACILITY PLEDGE AND SECURITY AGREEMENT, dated as of January 14, 2011 (this “Agreement”), by CEDAR I MERGER SUB, INC. (“Merger Sub” and, at any time prior to the consummation of the Merger (as defined below), the “Borrower”), a Delaware corporation to be merged with and into CommScope, Inc., a Delaware corporation (the “Company” and, upon and at any time after the consummation of the Merger, the “Borrower”), the Company, and EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Borrower, each, a “Grantor”) in favor of JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as collateral agent and as administrative agent for the Secured Parties (as defined in the Credit Agreement (as defined below)) (in such capacity as collateral agent, the “Collateral Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of January 14, 2011, and entered into by and among Cedar I Merger Sub, Inc. (“MergerSub”), CommScope, Inc., a Delaware corporation (the “Parent Borrower”), Cedar I Holding Company, Inc. (“Holdings”), the certain Subsidiaries of Holdings that become a party hereto from time to time as a Guarantor, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), in its capacity as administrative agent for the holders of the Revolving Credit Obligations (as defined below) (together with its permitted successors and assigns, the “Revolving Credit Administrative Agent”) and as collateral agent for the holders of the Revolving Credit Obligations (together with its permitted successors and assigns (including in connection with any Refinancing), the “Revolving Credit Collateral Agent”) and JPMorgan, in its capacity as administrative agent for the holders of the Initial Fixed Asset Obligations (as defined below) (together with its permitted successors and assigns,
HOLDINGS GUARANTY Dated as of January 14, 2011 From CEDAR I HOLDING COMPANY, INC. as Guarantor in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINHoldings Guaranty • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
Cedar I Merger Sub, Inc. (“Merger Sub” and, immediately prior to the consummation of the Merger (as defined in the Credit Agreement), the “Borrower”), a Delaware corporation to be merged with and into CommScope, Inc., a Delaware corporation (the “Company” and, upon and after the consummation of the Merger, the “Borrower”), and Holdings, are parties to that certain Credit Agreement dated as of January 14, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, Holdings, the Lenders party thereto, JPMorgan Chase Bank, N.A. as the Administrative Agent (in such capacity, the “Administrative Agent”) and as the Collateral Agent (in such capacity, the “Collateral Agent,” and, together with the Administrative Agent, collectively, the “Agents,” and each an “Agent”), and J.P. Morgan Securities LLC, a
AMENDMENT AGREEMENTAmendment Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
AMENDMENT AGREEMENT, dated as of March 8, 2013 (this “Agreement”), among CommScope, Inc. (“Borrower”), CommScope Holding Company, Inc. (“Holdings”), the subsidiary guarantors listed on the signature pages hereto (the “Subsidiary Guarantors,” and together with Holdings, the “Guarantors”), the Lenders, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., as co-lead arrangers and book-runners (the “Arrangers”), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) and Deutsche Bank Trust Company Americas as syndication agent (in such capacity, the “Syndication Agent”).
ContractRevolving Credit and Guaranty Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
AMENDMENT No. 1, dated as of March 9, 2012 (this “Amendment”), to the Revolving Credit and Guaranty Agreement dated as of January 14, 2011, among CommScope, Inc. (“Parent Borrower”), the other US Borrowers, the European Co-Borrowers, the Guarantors named therein, the Lenders party thereto, JPMorgan Chase Bank, N.A., as U.S. administrative agent for the Lenders and J.P. Morgan Europe Limited, as European administrative agent for the Lenders (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SUBSIDIARY GUARANTY Dated as of January 14, 2011 From THE SUBSIDIARY GUARANTORS NAMED HEREIN and THE ADDITIONAL SUBSIDIARY GUARANTORS REFERRED TO HEREIN as Subsidiary Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT...Subsidiary Guaranty • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
Cedar I Merger Sub, Inc. (“Merger Sub” and, immediately prior to the consummation of the Merger (as defined in the Credit Agreement), the “Borrower”), a Delaware corporation to be merged with and into CommScope, Inc., a Delaware corporation (the “Company” and, upon and after the consummation of the Merger, the “Borrower”) and Cedar I Holding Company, Inc., a Delaware corporation (“Holdings”), are parties to that certain Credit Agreement dated as of January 14, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) by and among the Borrower, Holdings, the Lenders party thereto, JPMorgan Chase Bank, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”) and as the Collateral Agent (in such capacity, the “Collateral Agent,” and, together with the Administrative Agent, collectively, the “Agents,
AMENDMENT AGREEMENTAmendment Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
AMENDMENT AGREEMENT, dated as of March 7, 2012 (this “Agreement”), among CommScope, Inc. (“Borrower”), CommScope Holding Company, Inc. (“Holdings”), the subsidiary guarantors listed on the signature pages hereto (the “Subsidiary Guarantors,” and together with Holdings, the “Guarantors”), the Lenders, J.P. Morgan Securities LLC, as arranger and sole book-runner (the “Arranger”), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) and Mizhuho Corporate Bank, Ltd. as syndication agent (in such capacity, the “Syndication Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
This TRADEMARK SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Trademark Security Agreement”) dated January 14, 2011, is made by the Persons listed on the signature pages hereof (collectively, the “Pledgors”) in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with its permitted successors in such capacity the “Collateral Agent”) for the Secured Parties (as defined in the ABL Credit Agreement referred to below).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
This COPYRIGHT PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Copyright Security Agreement”) dated January 14, 2011, is made by the Persons listed on the signature pages hereof (collectively, the “Pledgors”) in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with its permitted successors in such capacity the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
PATENT SECURITY AGREEMENTPatent Security Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
This PATENT SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Patent Security Agreement”) dated January 14, 2011, is made by the Persons listed on the signature pages hereof (collectively, the “Pledgors”) in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with its permitted successors in such capacity the “Collateral Agent”) for the Secured Parties (as defined in the ABL Credit Agreement referred to below).
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of January 14, 2011 among CEDAR I HOLDING COMPANY, INC., COMMSCOPE, INC., THE US CO-BORROWERS and EUROPEAN CO-BORROWERS NAMED HEREIN, THE SUBSIDIARIES OF COMMSCOPE, INC. NAMED HEREIN as GUARANTORS,...Revolving Credit and Guaranty Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of January 14, 2011 is entered into by and among Cedar I Merger Sub, Inc. (“MergerSub”), CommScope, Inc., a Delaware corporation (the “Parent Borrower”), the certain Subsidiaries of Parent Borrower identified on the signature pages hereto as US Co-Borrowers (the “US Co-Borrowers” and, together with Parent Borrower, the “US Borrowers”), the certain Subsidiaries of Parent Borrower identified on the signature pages hereto as the US Subsidiary Guarantors (the “US Subsidiary Guarantors”), CommScope EMEA Limited, a private limited company incorporated under the laws of Ireland (the “Irish Borrower”), Andrew AG, an Aktiengesellschaft organized under the laws of Switzerland (the “Swiss Borrower”), Andrew Wireless Systems GmbH and Andrew GmbH, each a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (each, a “German Borrower” and collectively, the “German Borrowers”), Andrew S.A.R.L., a société à responsabilité limit
PATENT SECURITY AGREEMENTPatent Security Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
This PATENT SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Patent Security Agreement”) dated January 14, 2011, is made by the Persons listed on the signature pages hereof (collectively, the “Pledgors”) in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with its permitted successors in such capacity the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
This TRADEMARK SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Trademark Security Agreement”) dated January 14, 2011, is made by the Persons listed on the signature pages hereof (collectively, the “Pledgors”) in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with its permitted successors in such capacity the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • August 2nd, 2013 • CommScope Holding Company, Inc. • New York
This COPYRIGHT PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Copyright Security Agreement”) dated January 14, 2011, is made by the Persons listed on the signature pages hereof (collectively, the “Pledgors”) in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with its permitted successors in such capacity the “Collateral Agent”) for the Secured Parties (as defined in the ABL Credit Agreement referred to below).
