CREDIT AGREEMENT Dated as of April 22, 2015 among ARRIS GROUP, INC., ARRIS ENTERPRISES, INC., ARCHIE ACQ LIMITED, and CERTAIN SUBSIDIARIES as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Other...Credit Agreement • April 22nd, 2015 • Arris Group Inc • Radio & tv broadcasting & communications equipment • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 22, 2015, among ARRIS GROUP, INC (the “Company”), ARRIS ENTERPRISES, INC. (“Enterprises”), Archie ACQ Limited, a private limited company formed under the laws of England and Wales which is intended to be reregistered as a public limited company (“New HoldCo”), certain Subsidiaries of the Reporting Company party hereto pursuant to Section 2.18 (each a “Designated Borrower” and, together with the Company and New HoldCo, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 22nd, 2015 • Arris Group Inc • Radio & tv broadcasting & communications equipment • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of April 22, 2015, by and among ARRIS Group, Inc., a Delaware corporation (“ARRIS”), Archie ACQ Limited, a private limited company incorporated in England and Wales and wholly owned subsidiary of ARRIS (“New Parent”), Archie U.S. Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of New Parent (“U.S. Holdco”), and Archie U.S. Merger LLC, a Delaware limited liability company and wholly owned subsidiary of U.S. Holdco (“Merger Sub”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 7.1(a).
