Exhibit 4.4


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                              COMMSCOPE, INC.

                                $150,000,000

                  Convertible Subordinated Notes due 2006


                             PURCHASE AGREEMENT
                             ------------------







Dated: December 9, 1999


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<PAGE>


                              COMMSCOPE, INC.

                                $150,000,000

                  CONVERTIBLE SUBORDINATED NOTES DUE 2006


                             PURCHASE AGREEMENT
                             ------------------


                                                            December 9,1999

MERRILL LYNCH & CO.
   Merrill Lynch, Pierce, Fenner & Smith
               Incorporated
CIBC WORLD MARKETS CORP.
     as Representatives of the several Initial Purchasers

c/o MERRILL LYNCH & CO.
   Merrill Lynch, Pierce, Fenner & Smith
               Incorporated
   North Tower
   World Financial Center
   New York, New York  10281-1305


Ladies and Gentlemen:

          CommScope, Inc. (the "Company"), a Delaware corporation, confirms
its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") and each of the other Initial
Purchasers named in Schedule A hereto (collectively, the "Initial
Purchasers", which term shall also include any initial purchaser
substituted as hereinafter provided in Section 11 hereof), for whom Merrill
Lynch and CIBC World Markets Corp. are acting as representatives (in such
capacity, the "Representatives"), with respect to the issue and sale by the
Company and the purchase by the Initial Purchasers, acting severally and
not jointly, of the respective principal amounts set forth in said Schedule
A of $150,000,000 aggregate principal amount of the Company's Convertible
Subordinated Notes due 2006 (the "Firm Notes"), and, at the election of the
Initial Purchasers, solely to cover over-allotments, if any, in connection
with the offering of the Firm Notes, up to $22,500,000 aggregate principal
amount of additional Convertible Subordinated Notes due 2006 (the
"Additional Notes"). The Firm Notes and any Additional Notes that the
Initial Purchasers elect to purchase are collectively referred to as the
"Notes." The Notes will be convertible at the option of the holder thereof
into


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<PAGE>
shares (the "Conversion Shares") of common stock, par value $.01 per
share, of the Company (the "Common Stock"). The Notes are to be issued
pursuant to an indenture to be dated as of the Closing Time (as defined in
Section 2(b)) (the "Indenture") between the Company and First Union
National Bank, as trustee (the "Trustee"). Notes issued in book-entry form
will be issued to Cede & Co. as nominee of The Depository Trust Company
("DTC") pursuant to a letter agreement, to be dated as of the Closing Time
(the "DTC Agreement"), among the Company, the Trustee and DTC.

          The Notes and the Conversion Shares are collectively referred to
herein as the "Securities." Capitalized terms used herein without
definition have the respective meanings specified in the Offering
Memorandum.

          The Company understands that the Initial Purchasers propose to
make an offering of the Securities on the terms and in the manner set forth
herein and agrees that the Initial Purchasers may resell, subject to the
conditions set forth herein, all or a portion of the Securities to
purchasers ("Subsequent Purchasers") at any time after this Agreement has
been executed and delivered. The Securities are to be offered and sold
through the Initial Purchasers without being registered under the
Securities Act of 1933, as amended (the "1933 Act"), in reliance upon
exemptions therefrom. Pursuant to the terms of the Securities and the
Indenture, investors that acquire Securities may only resell or otherwise
transfer such Securities if such Securities are hereafter registered under
the 1933 Act or if an exemption from the registration requirements of the
1933 Act is available (including the exemption afforded by Rule 144A ("Rule
144A") of the rules and regulations promulgated under the 1933 Act by the
Securities and Exchange Commission (the "Commission")).

          The Company has prepared and delivered to each Initial Purchaser
copies of a preliminary offering memorandum dated December 6, 1999 (the
"Preliminary Offering Memorandum") and has prepared and will deliver to
each Initial Purchaser, on the date hereof or the next succeeding day,
copies of a final offering memorandum dated December 9, 1999 (the "Final
Offering Memorandum"), each for use by such Initial Purchaser in connection
with its solicitation of purchases of, or offering of, the Securities.
"Offering Memorandum" means, with respect to any date or time referred to
in this Agreement, the most recent offering memorandum (whether the
Preliminary Offering Memorandum or the Final Offering Memorandum, or any
amendment or supplement to either such document), including exhibits
thereto and any documents incorporated therein by reference, which has been
prepared and delivered by the Company to the Initial Purchasers in
connection with their solicitation of purchases of, or offering of, the
Securities.

          The Initial Purchasers and other holders of Securities (including
subsequent transferees) will be entitled to the benefits of the
registration rights agreement, to be dated as of the Closing Time (the
"Registration Rights Agreement"), among the Company and the Initial
Purchasers, in the form attached as Exhibit B. Pursuant to the Registration
Rights Agreement, the Company will agree to file with the Commission a
shelf registration statement pursuant to


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<PAGE>
Rule 415 under the 1933 Act relating to resales of the Securities by
holders thereof, and to use its best efforts to cause such shelf
registration statement to be declared effective.

          SECTION 1. Representations and Warranties by the Company.
                     ----------------------------------------------

          (a) Representations and Warranties. The Company represents and
warrants to each Initial Purchaser as of the date hereof and as of the
Closing Time referred to in Section 2(c) hereof, and as of each Date of
Delivery (if any) referred to in Section 2(b), and agrees with each Initial
Purchaser, as follows:

          (i) Offering Memorandum. The Offering Memorandum does not, and at
     the Closing Time (and, if any Additional Notes are purchased, at the
     Date of Delivery), will not, include an untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they
     were made, not misleading; provided that this representation, warranty
     and agreement shall not apply to statements in or omissions from the
     Offering Memorandum made in reliance upon and in conformity with
     information furnished to the Company in writing by any Initial
     Purchaser through Merrill Lynch expressly for use in the Offering
     Memorandum.

          (ii) Independent Accountants. The accountants who certified the
     financial statements and supporting schedules included in the Offering
     Memorandum are independent public accountants with respect to the
     Company and its subsidiaries within the meaning of Regulation S-X
     under the 1933 Act.

          (iii) Financial Statements. The financial statements, together
     with the related schedules and notes, included in the Offering
     Memorandum present fairly the financial position of the Company and
     its consolidated subsidiaries at the dates indicated and the statement
     of operations, stockholders= equity and cash flows of the Company and
     its consolidated subsidiaries for the periods specified; said
     financial statements have been prepared in conformity with generally
     accepted accounting principles ("GAAP") applied on a consistent basis
     throughout the periods involved. The supporting schedules, if any,
     included in the Offering Memorandum present fairly in accordance with
     GAAP the information required to be stated therein. The selected
     financial data and the summary financial information included in the
     Offering Memorandum present fairly the information shown therein and
     have been compiled on a basis consistent with that of the audited
     financial statements included in the Offering Memorandum.

          (iv) No Material Adverse Change in Business. Since the respective
     dates as of which information is given in the Offering Memorandum,
     neither the Company nor any of its subsidiaries has sustained any
     material loss or interference with its business from fire, explosion,
     flood or other calamity, whether or not covered by insurance, or from
     any labor dispute or court or governmental action, order or decree,
     except as


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<PAGE>
     otherwise set forth or contemplated in the Offering Memorandum; and
     since the respective dates as of which information is given in the
     Offering Memorandum, there has not been any change in the capital
     stock or any increase in the long-term debt of the Company or any of
     its subsidiaries, other than the issuance of shares of common stock as
     a result of exercises of stock options under existing Company stock
     option plans, or any material adverse change, or any development that
     may be reasonably expected to involve a prospective material adverse
     change, in or affecting the general affairs, management, financial
     position, stockholders' equity or results of operations of the Company
     and its subsidiaries, except as otherwise set forth or contemplated in
     the Offering Memorandum.

          (v) Good Standing of the Company. The Company is a corporation
     duly organized, validly existing and in good standing under the laws
     of the State of Delaware with power and authority (corporate and
     other) to own its properties and conduct its business as described in
     the Offering Memorandum; and the Company is duly qualified to transact
     business as a foreign corporation and is in good standing in each
     other jurisdiction in which it owns or leases properties or conducts
     business so as to require such qualification, or is subject to no
     material liability or disability by reason of the failure to be so
     qualified in any such jurisdiction.

          (vi) Good Standing of Subsidiaries. Each "significant subsidiary"
     of the Company (as such term is defined in Rule 1-02 of Regulation
     S-X) (each a "Subsidiary" and, collectively, the "Subsidiaries") has
     been duly organized and is validly existing as a corporation in good
     standing under the laws of the jurisdiction of its incorporation, has
     corporate power and authority to own, lease and operate its properties
     and to conduct its business as described in the Offering Memorandum
     and is duly qualified as a foreign corporation to transact business
     and is in good standing in each jurisdiction in which such
     qualification is required, whether by reason of the ownership or
     leasing of property or the conduct of business, except where the
     failure so to qualify or to be in good standing would not result in a
     material adverse effect on the consolidated financial position,
     stockholders' equity or results of operations of the Company and its
     subsidiaries, taken as a whole; except as otherwise disclosed in the
     Offering Memorandum, all of the issued and outstanding capital stock
     of each such Subsidiary has been duly authorized and validly issued,
     is fully paid and non-assessable and is owned by the Company, directly
     or through subsidiaries, free and clear of any security interest,
     mortgage, pledge, lien, encumbrance, claim or equity; none of the
     outstanding shares of capital stock of any Subsidiary was issued in
     violation of the preemptive or similar rights of any securityholder of
     such Subsidiary. The only Subsidiaries of the Company are the
     subsidiaries listed on Schedule C hereto.

          (vii) Capitalization. The Company has an authorized
     capitalization as set forth in the Offering Memorandum in the column
     entitled "Actual" under the caption "Capitalization", and all of the
     issued shares of capital stock of the Company have been duly and
     validly authorized and issued, are fully paid and non-assessable; and
     none of the


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<PAGE>
     outstanding shares of capital stock of the Company was issued in
     violation of the preemptive or other similar rights of any
     securityholder of the Company.

          (viii) Authorization of Agreement. This Agreement has been duly
     authorized, executed and delivered by the Company.

          (ix) Authorization of the Indenture. The Indenture has been duly
     authorized by the Company and, when executed and delivered by the
     Company and the Trustee, will constitute a valid and binding agreement
     of the Company, enforceable against the Company in accordance with its
     terms, except as the enforcement thereof may be limited by bankruptcy,
     insolvency (including, without limitation, all laws relating to
     fraudulent transfers), reorganization, moratorium or similar laws
     affecting enforcement of creditors= rights generally and except as
     enforcement thereof is subject to general principles of equity
     (regardless of whether enforcement is considered in a proceeding in
     equity or at law).

          (x) Authorization of the Notes. The Notes have been duly
     authorized and, at the Closing Time, will have been duly executed by
     the Company and, when authenticated, issued and delivered in the
     manner provided for in the Indenture and delivered against payment of
     the purchase price therefor as provided in this Agreement, will
     constitute valid and binding obligations of the Company, enforceable
     against the Company in accordance with their terms, except as the
     enforcement thereof may be limited by bankruptcy, insolvency
     (including, without limitation, all laws relating to fraudulent
     transfers) reorganization, moratorium or similar laws affecting
     enforcement of creditors= rights generally and except as enforcement
     thereof is subject to general principles of equity (regardless of
     whether enforcement is considered in a proceeding in equity or at
     law), and will be in the form contemplated by, and entitled to the
     benefits of, the Indenture.

          (xi) Authorization of Registration Rights Agreement. As of the
     Closing Time, the Registration Rights Agreement will have been duly
     authorized, executed and delivered by the Company and upon such
     execution by the Company (assuming the due authorization, execution
     and delivery thereof by the other parties thereto) the Registration
     Rights Agreement will constitute the valid and binding obligation of
     the Company enforceable against the Company in accordance with the
     terms thereof, except as enforcement thereof may be limited by
     bankruptcy, insolvency (including, without limitation, all laws
     relating to fraudulent transfers), reorganization, moratorium or
     similar laws affecting enforcement of creditors' rights generally and
     except as enforcement thereof is subject to general principles of
     equity (regardless of whether enforcement is considered in a
     proceeding in equity or at law), and except as any rights to indemnity
     and contribution may be limited by federal and state securities laws
     and public policy considerations.


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<PAGE>
          (xii) Conversion Shares. The Conversion Shares have been duly
     authorized and validly reserved for issuance upon conversion of the
     Notes by all necessary corporate action of the Company and, when duly
     issued by the Company upon such conversion, will be validly issued,
     fully paid and nonassessable; no holder thereof will be subject to
     personal liability for obligations of the Company solely by reason of
     being such a holder; and the issuance of the Conversion Shares will
     not be subject to preemptive or similar rights.

          (xiii) Description of the Securities and the Indenture. The
     Securities and the Indenture will conform in all material respects to
     the respective statements relating thereto contained in the Offering
     Memorandum and will be in substantially the respective forms last
     delivered to the Initial Purchasers prior to the date of this
     Agreement.

          (xiv) Absence of Defaults and Conflicts. Neither the Company nor
     any of its subsidiaries is in violation of its respective charter or
     by-laws or in default in the performance or observance of any
     obligation, agreement, covenant or condition contained in any
     contract, indenture, mortgage, deed of trust, loan or credit
     agreement, note, lease or other agreement or instrument to which the
     Company or any of its subsidiaries is a party or by which or any of
     them may be bound, or to which any of the property or assets of the
     Company or any of its subsidiaries is subject (collectively,
     "Agreements and Instruments") except for such defaults that would not
     result in a material adverse effect on the consolidated financial
     position, stockholders' equity or results of operations of the Company
     and its subsidiaries taken as a whole (a "Material Adverse Effect");
     and the execution, delivery and performance of this Agreement, the
     Indenture, the Registration Rights Agreement and the Notes and any
     other agreement or instrument entered into or issued or to be entered
     into or issued by the Company in connection with the transactions
     contemplated hereby or thereby or in the Offering Memorandum and the
     consummation of the transactions contemplated herein and in the
     Offering Memorandum (including the issuance and sale of the Securities
     and the use of the proceeds from the sale of the Securities as
     described in the Offering Memorandum under the caption "Use of
     Proceeds") and compliance by the Company with its obligations
     hereunder have been duly authorized by all necessary corporate action
     and do not and will not conflict with or result in a breach or
     violation of any of the terms or provisions of, or constitute a
     default under, any Agreements and Instruments which conflict, breach,
     violation or default would have, or may reasonably be expected to
     have, a Material Adverse Effect, nor will such action result in any
     violation of the provisions of the Certificate of Incorporation or
     By-laws of the Company or any statute or any order, rule or regulation
     of any court or governmental agency or body having jurisdiction over
     the Company or any of its subsidiaries or any of their properties.

          (xv) Absence of Proceedings. Other than as set forth or
     contemplated in the Offering Memorandum, there are no legal or
     governmental proceedings pending to which the Company or any of its
     subsidiaries is a party or of which any property of the Com-


                                  7
<PAGE>
     pany or any of its subsidiaries is the subject which would
     individually or in the aggregate have, or may reasonably be expected
     to have, a Material Adverse Effect; and, to the best of the Company's
     knowledge, no such proceedings are threatened or contemplated by
     governmental authorities or threatened by others.

          (xvi) Possession of Intellectual Property. The Company and its
     subsidiaries own or possess, or own or possess adequate licenses or
     other rights to use, all patents and trademarks used in connection
     with the businesses conducted by them as described in the Offering
     Memorandum, other than such patents, trademarks or licenses with
     respect to which the failure to own or possess, or to own or possess
     adequate licenses or other rights to use in connection with the
     businesses conducted by the Company and its subsidiaries as described
     in the Offering Memorandum, individually or considered together with
     all other such failures, may not reasonably be expected to have a
     Material Adverse Effect; and neither the Company nor any of its
     subsidiaries has received any notice of infringement of or conflict
     with (and knows of no such infringement of or conflict with) asserted
     rights of others with respect to any such patents, trademarks or
     licenses of the Company, which infringement or conflict, individually
     or considered together with all other such infringements and
     conflicts, would have, or may reasonably be expected to have, a
     Material Adverse Effect.

          (xvii) Absence of Further Requirements. No filing with, or
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court or governmental authority or
     agency is necessary or required for the performance by the Company of
     its obligations hereunder, in connection with the offering, issuance
     or sale of the Securities hereunder or the consummation of the
     transactions contemplated by this Agreement or for the due execution,
     delivery or performance of the Indenture and the Registration Rights
     Agreement by the Company, except such as have been already obtained
     and such as may be required by the securities or Blue Sky laws of the
     various states in connection with the offer and sale of the Notes or
     by the federal and state securities laws in connection with the
     registration obligations under the Registration Rights Agreement.

          (xviii) Title to Property. The Company and its subsidiaries have
     good and marketable title in fee simple to all real property and good
     and marketable title to all personal property owned by them, in each
     case free and clear of all liens, encumbrances and defects except such
     as are described in the Offering Memorandum or such as do not
     materially affect the value of such property and do not interfere in
     any material respect with the use made and proposed to be made of such
     property by the Company and its subsidiaries; and any real property
     and buildings held under lease by the Company and its subsidiaries are
     held by them under valid, subsisting and enforceable leases with such
     exceptions as are not material and do not interfere in any material
     respect with the use made and proposed to be made of such property and
     buildings by the Company and its subsidiaries.


                                  8
<PAGE>
          (xix) Environmental Laws. Except as described in the Offering
     Memorandum and except such matters as would not, singly or in the
     aggregate, result in a Material Adverse Effect, (A) neither the
     Company nor any of its subsidiaries is in violation of any federal,
     state, local or foreign statute, law, rule, regulation, ordinance,
     code, policy or rule of common law or any judicial or administrative
     interpretation thereof, including any judicial or administrative
     order, consent, decree or judgment, relating to pollution or
     protection of human health, the environment (including, without
     limitation, ambient air, surface water, groundwater, land surface or
     subsurface strata) or wildlife, including, without limitation, laws
     and regulations relating to the release or threatened release of
     chemicals, pollutants, contaminants, wastes, toxic substances,
     hazardous substances, petroleum or petroleum products (collectively,
     "Hazardous Materials") or to the manufacture, processing,
     distribution, use, treatment, storage, disposal, transport or handling
     of Hazardous Materials (collectively, "Environmental Laws"), (B) the
     Company and its subsidiaries have all permits, authorizations and
     approvals required under any applicable Environmental Laws and are
     each in compliance with their requirements, (C) there are no pending
     or threatened administrative, regulatory or judicial actions, suits,
     demands, demand letters, claims, liens, notices of noncompliance or
     violation, investigation or proceedings relating to any Environmental
     Law against the Company or any of its subsidiaries and (D) there are
     no events or circumstances that might reasonably be expected to form
     the basis of an order for clean-up or remediation, or an action, suit
     or proceeding by any private party or governmental body or agency,
     against or affecting the Company or any of its subsidiaries relating
     to Hazardous Materials or Environmental Laws.

          (xx) Year 2000. The Company has reviewed its operations to
     evaluate the extent to which the business or operations of the Company
     will be affected by the Year 2000 Problem (that is, any significant
     risk that computer hardware or software applications used by the
     Company will not, in the case of dates or time periods occurring after
     December 31, 1999, function at least as effectively as in the case of
     dates or time periods occurring prior to January 1, 2000); as a result
     of such review, the Company has no reasonable belief that there are
     any issues related to the Company's preparedness to address the Year
     2000 Problem that are of a character required to be described or
     referred to in the Offering Memorandum which have not been accurately
     described in the Offering Memorandum and which could reasonably be
     expected to have a Material Adverse Effect.

          (xxi) Investment Company Act. The Company is not, and upon the
     issuance and sale of the Securities as herein contemplated and the
     application of the net proceeds therefrom as described in the Offering
     Memorandum will not be, an "investment company" or an entity
     "controlled" by an "investment company" as such terms are defined in
     the Investment Company Act of 1940, as amended (the "1940 Act").


                                  9
<PAGE>
          (xxii) Similar Offerings. Neither the Company nor any of its
     affiliates, as such term is defined in Rule 501(b) under the 1933 Act
     (each, an "Affiliate"), has, directly or indirectly, solicited any
     offer to buy, sold or offered to sell or otherwise negotiated in
     respect of, or will solicit any offer to buy, sell or offer to sell or
     otherwise negotiate in respect of, in the United States or to any
     United States citizen or resident, any security which is or would be
     integrated with the sale of the Securities in a manner that would
     require the Securities to be registered under the 1933 Act.

          (xxiii) Rule 144A Eligibility. The Notes are eligible for resale
     pursuant to Rule 144A and will not be, at the Closing Time, of the
     same class as securities listed on a national securities exchange
     registered under Section 6 of the Securities Exchange Act of 1934 (the
     "1934 Act"), or quoted in a U.S. automated interdealer quotation
     system.

          (xxiv) No General Solicitation. None of the Company, its
     Affiliates or any person acting on its or any of their behalf (other
     than the Initial Purchasers, as to whom the Company makes no
     representation) has engaged or will engage, in connection with the
     offering of the Securities, in any form of general solicitation or
     general advertising within the meaning of Rule 502(c) under the 1933
     Act.

          (xxv) No Registration Required. Subject to the accuracy of the
     representations and warranties of the Initial Purchasers set forth in
     Section 6(c) and compliance by the Initial Purchasers with the
     procedures set forth in Section 6(a) hereof, it is not necessary in
     connection with the offer, sale and delivery of the Securities to the
     Initial Purchasers and to each Subsequent Purchaser in the manner
     contemplated by this Agreement and the Offering Memorandum to register
     the Securities under the 1933 Act or to qualify the Indenture under
     the Trust Indenture Act of 1939, as amended (the "1939 Act").

          (xxvi) Reporting Company. The Company is subject to the reporting
     requirements of Section 13 or Section 15(d) of the 1934 Act.

          (b) Any certificate signed by any officer of the Company and
delivered to the Initial Purchasers or to counsel for the Initial
Purchasers shall be deemed a representation and warranty by the Company to
the Initial Purchasers as to the matters covered thereby.

          SECTION 2. Sale and Delivery to the Initial Purchasers; Closing.
                     -----------------------------------------------------

          (a) Securities. On the basis of the representations and
warranties herein contained, and subject to the terms and conditions herein
set forth, the Company agrees to sell to each Initial Purchaser, severally
and not jointly, and each Initial Purchaser, severally and not jointly,
agrees to purchase from the Company, at the price set forth in Schedule B,
the aggregate principal amount of Firm Notes set forth in Schedule A
opposite the name of such Initial Purchaser, plus any additional principal
amount of Firm Notes which such Initial Purchaser may become obligated to
purchase pursuant to the provisions of Section 11 hereof.


                                  10
<PAGE>
          (b) Additional Notes. In addition, on the basis of the
representations and warranties herein contained, and subject to the terms
and conditions herein set forth, the Company hereby grants an option to the
Initial Purchasers, severally and not jointly, to purchase up to aggregate
principal amount of $22,500,000 of Additional Notes, at the price set forth
in Schedule B. The option hereby granted will expire 30 days after the date
hereof and may be exercised in whole or in part from time to time only for
the purpose of covering over-allotments which may be made in connection
with the offering and distribution of the Firm Notes upon notice by the
Representatives to the Company setting forth the number of Additional Notes
as to which the several Initial Purchasers are then exercising the option
and the time and date of payment and delivery for such Additional Notes.
Any such time and date of delivery (a "Date of Delivery") shall be
determined by the Representatives but shall not be later than seven full
business days after the exercise of said option, nor in any event prior to
the Closing Time (as defined below). If the option is exercised as to all
or any portion of the Additional Notes, each of the Initial Purchasers,
acting severally and not jointly, will purchase that proportion of the
total number of Additional Notes then being purchased which the number of
Firm Notes set forth in Schedule A opposite the name of such Initial
Purchaser bears to the total number of Firm Notes, subject in each case to
such adjustments as the Representatives in their discretion shall make to
eliminate any sales or purchases of Notes in denominations in an aggregate
principal amount of less than $1,000.

          (c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the office of Skadden,
Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York
10022, or at such other place as shall be agreed upon by the
Representatives and the Company, at 9:00 A.M. (eastern time) on the third
(fourth, if the pricing occurs after 4:30 P.M. (eastern time)) business day
after the date hereof (unless postponed in accordance with the provisions
of Section 11), or such other time not later than ten business days after
such date as shall be agreed upon by the Representatives and the Company
(such time and date of payment and delivery being herein called the
"Closing Time").

          In addition, in the event that any or all of the Additional Notes
are purchased by the Initial Purchasers, payment of the purchase price for,
and delivery of certificates for, such Additional Notes shall be made at
the above-mentioned offices, or at such other place as shall be agreed upon
by the Company and the Representatives, on each Date of Delivery as
specified in the notice from the Representatives to the Company.

          Payment shall be made to the Company by wire transfer of
immediately available funds to a bank account designated by the Company,
against delivery to the Representatives for the respective accounts of the
Initial Purchasers of certificates for the Notes to be purchased by them.
It is understood that each Initial Purchaser has authorized the
Representatives, for its account, to accept delivery of, receipt for, and
make payment of the purchase price for, the Notes which it has agreed to
purchase. Merrill Lynch, individually and not as representative of the
Initial Purchasers, may (but shall not be obligated to) make payment of the
purchase price for the


                                  11
<PAGE>
Notes to be purchased by any Initial Purchaser whose funds have not been
received by the Closing Time or the relevant Date of Delivery, as the case
may be, but such payment shall not relieve such Initial Purchaser from its
obligations hereunder.

          (d) Denominations; Registration. Certificates for the Notes shall
be in such denominations and registered in such names as the
Representatives may request in writing at least one full business day
before the Closing Time or the relevant Date of Delivery, as the case may
be. The certificates representing the Notes shall be made available for
examination and packaging by the Initial Purchasers in The City of New York
not later than 10:00 A.M. on the last business day prior to the Closing
Time or the relevant Date of Delivery, as the case may be.

          SECTION 3. Covenants of the Company. The Company covenants with
each Initial Purchaser as follows:

          (a) Offering Memorandum. The Company, as promptly as possible,
will furnish to each Initial Purchaser, without charge, such number of
copies of the Preliminary Offering Memorandum, the Final Offering
Memorandum and any amendments and supplements thereto and documents
incorporated by reference therein as such Initial Purchaser may reasonably
request.

          (b) Notice and Effect of Material Events. The Company will
immediately notify each Initial Purchaser, and confirm such notice in
writing, of (x) any filing made by the Company of information relating to
the offering of the Securities with any securities exchange or any other
regulatory body in the United States or any other jurisdiction, and (y)
prior to the completion of the placement of the Securities by the Initial
Purchasers as evidenced by a notice in writing from the Initial Purchasers
to the Company, any material changes in or affecting the condition,
financial or otherwise, or the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise
which (i) make any statement in the Offering Memorandum false or misleading
or (ii) are not disclosed in the Offering Memorandum. In such event or if
during such time any event shall occur as a result of which it is
necessary, in the reasonable opinion of any of the Company, its counsel,
the Initial Purchasers or counsel for the Initial Purchasers, to amend or
supplement the Final Offering Memorandum in order that the Final Offering
Memorandum not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not
misleading in the light of the circumstances then existing, the Company
will forthwith amend or supplement the Final Offering Memorandum by
preparing and furnishing to each Initial Purchaser an amendment or
amendments of, or a supplement or supplements to, the Final Offering
Memorandum (in form and substance satisfactory in the reasonable opinion of
counsel for the Initial Purchasers) so that, as so amended or supplemented,
the Final Offering Memorandum will not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances existing at the
time it is delivered to a Subsequent Purchaser, not misleading.


                                  12
<PAGE>
          (c) Amendment to Offering Memorandum and Supplements. The Company
will advise each Initial Purchaser promptly of any proposal to amend or
supplement the Offering Memorandum and will not effect such amendment or
supplement without the consent of the Initial Purchasers. Neither the
consent of the Initial Purchasers, nor the Initial Purchaser=s delivery of
any such amendment or supplement, shall constitute a waiver of any of the
conditions set forth in Section 5 hereof.

          (d) Rating of Securities. The Company shall take all reasonable
action necessary to enable Standard & Poor's Ratings Services, a division
of McGraw Hill, Inc. ("S&P"), and Moody's Investors Service Inc.
("Moody's") to provide their respective credit ratings of the Securities.

          (e) DTC. The Company will cooperate with the Representatives and
use its best efforts to permit the Securities to be eligible for clearance
and settlement through the facilities of DTC.

          (f) Use of Proceeds. The Company will use the net proceeds
received by it from the sale of the Securities in the manner specified in
the Offering Memorandum under "Use of Proceeds".

          (g) Restriction on Sale of Securities. During a period of 90 days
from the date of the Offering Memorandum, the Company will not, without the
prior written consent of Merrill Lynch, (i) directly or indirectly, offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant
to purchase, lend or otherwise transfer or dispose of any Common Stock or
any securities convertible into or exercisable or exchangeable for Common
Stock or file any registration statement under the 1933 Act with respect to
any of the foregoing or (ii) enter into any swap or any other agreement or
any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Common Stock,
whether any such swap or transaction described in clause (i) or (ii) above
is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise. Notwithstanding the foregoing, during such period (i)
the Company may grant stock options pursuant to the Company's existing
stock option plan and (ii) the Company may issue shares of Common Stock
upon the exercise of an option or warrant or the conversion of a security
outstanding on the date hereof.

          (h) PORTAL Designation. The Company will use its best efforts to
permit the Securities to be designated PORTAL securities in accordance with
the rules and regulations adopted by the National Association of Securities
Dealers, Inc. ("NASD") relating to trading in the PORTAL Market.

          SECTION 4. Payment of Expenses.
                     --------------------


                                  13
<PAGE>
          (a) Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing, delivery to the Initial Purchasers and any filing of
the Offering Memorandum (including financial statements and any schedules
or exhibits and any document incorporated therein by reference) and of each
amendment or supplement thereto, (ii) the preparation, printing and
delivery to the Initial Purchasers of this Agreement, any Agreement among
Initial Purchasers, the Indenture and such other documents as may be
required in connection with the offering, purchase, sale, issuance or
delivery of the Securities, (iii) the preparation, issuance and delivery of
the certificates for the Securities to the Initial Purchasers, including
any transfer taxes, any stamp or other duties payable upon the sale,
issuance and delivery of the Securities to the Initial Purchasers and any
charges of DTC in connection therewith, (iv) the fees and disbursements of
the Company=s counsel, accountants and other advisors, (v) the reasonable
fees and disbursements of counsel for the Initial Purchasers in connection
with the preparation of the Blue Sky Survey, any supplement thereto, (vi)
the fees and expenses of the Trustee, including the fees and disbursements
of counsel for the Trustee in connection with the Indenture and the
Securities, (vii) any fees payable in connection with the rating of the
Securities, and (viii) any fees and expenses payable in connection with the
initial and continued designation of the Securities as PORTAL securities
under the PORTAL Market Rules pursuant to NASD Rule 5322.

          (b) Termination of Agreement. If this Agreement is terminated by
the Representatives in accordance with the provisions of Section 5 or
Section 10(a)(i) hereof, the Company shall reimburse the Initial Purchasers
for all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Initial Purchasers.

          SECTION 5. Conditions of Initial Purchasers' Obligations. The
obligations of the several Initial Purchasers hereunder are subject to the
accuracy of the representations and warranties of the Company contained in
Section 1 hereof or in certificates of any officer of the Company or any of
its subsidiaries delivered pursuant to the provisions hereof, to the
performance by the Company of its covenants and other obligations
hereunder, and to the following further conditions:

          (a) Opinion of Counsel for Company. At the Closing Time, the
Representatives shall have received the favorable opinion, dated as of the
Closing Time, of Fried, Frank, Harris, Shriver & Jacobson, counsel for the
Company, in form and substance satisfactory to counsel for the Initial
Purchasers, together with signed or reproduced copies of such letter for
each of the other Initial Purchasers to the effect set forth in Exhibit A-1
hereto and to such further effect as counsel to the Initial Purchasers may
reasonably request.

          (b) Opinion of General Counsel of Company. At the Closing Time,
the Representatives shall have received the favorable opinion, dated as of
the Closing Time, of Frank B. Wyatt, II, Vice President and General Counsel
of the Company, in form and substance satisfactory to counsel for the
Initial Purchasers, together with signed or reproduced copies of


                                  14
<PAGE>
such letter for each of the other Initial Purchasers to the effect set
forth in Exhibit A-2 hereto and to such further effect as counsel to the
Initial Purchasers may reasonably request.

          (c) Opinion of Counsel for Initial Purchasers. At the Closing
Time, the Representatives shall have received the favorable opinion, dated
as of the Closing Time, of Skadden, Arps, Slate, Meagher & Flom LLP,
counsel for the Initial Purchasers, together with signed or reproduced
copies of such letter for each of the other Initial Purchasers in form and
substance satisfactory to the Representatives. Such counsel may also state
that, insofar as such opinion involves factual matters, they have relied,
to the extent they deem proper, upon certificates of officers of the
Company and its subsidiaries and certificates of public officials.

          (d) Officers' Certificate. At the Closing Time, there shall not
have been, since the date hereof or since the respective dates as of which
information is given in the Offering Memorandum, any Material Adverse
Effect, and the Representatives shall have received a certificate of the
President or a Vice President of the Company and of the chief financial or
chief accounting officer of the Company, dated as of the Closing Time, to
the effect that (i) there has been no such Material Adverse Effect, (ii)
the representations and warranties in Section 1 hereof are true and correct
with the same force and effect as though expressly made at and as of the
Closing Time, and (iii) the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or
prior to the Closing Time.

          (e) Accountants' Comfort Letter. At the time of the execution of
this Agreement, the Representatives shall have received from Deloitte &
Touche LLP a letter dated such date, in form and substance satisfactory to
the Representatives, together with signed or reproduced copies of such
letter for each of the other Initial Purchasers containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to Initial Purchasers with respect to the financial statements and
certain financial information contained in the Offering Memorandum.

          (f) Bring-down Comfort Letter. At the Closing Time, the
Representatives shall have received from Deloitte & Touche LLP a letter,
dated as of the Closing Time, to the effect that they reaffirm the
statements made in the letter furnished pursuant to subsection (e) of this
Section, except that the specified date referred to shall be a date not
more than three business days prior to the Closing Time.

          (g) Maintenance of Rating. At the Closing Time and on any Date of
Delivery, the Notes shall be rated at least Baa3 by Moody=s and BB+ by S&P,
and the Company shall have delivered to the Representatives a letter dated
the Closing Time or such Date of Delivery, as applicable, from each such
rating agency, or other evidence satisfactory to the Representatives,
confirming that the Notes have such ratings; and since the date of this
Agreement, there shall not have occurred a downgrading in the rating
assigned to the Notes or any of the Company's other debt securities by any
"nationally recognized statistical rating agency", as that term is defined
by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and


                                  15
<PAGE>
no such securities rating agency shall have publicly announced that it has
under surveillance or review, with possible negative implications, its
rating of the Notes or any of the Company=s other debt securities.

          (h) PORTAL. At the Closing Time, the Securities shall have been
designated for trading on PORTAL.

          (i) Conditions to Purchase of Additional Notes. In the event that
the Initial Purchasers exercise their option provided in Section 2(b)
hereof to purchase all or any portion of the Additional Notes, the
representations and warranties of the Company contained herein and the
statements in any certificates furnished by the Company or any subsidiary
of the Company hereunder shall be true and correct as of each Date of
Delivery and, at the relevant Date of Delivery, the Representatives shall
have received:

     (i) Officers' Certificate. A certificate, dated such Date of Delivery,
of the President or a Vice President of the Company and of the chief
financial or chief accounting officer of the Company confirming that the
certificate delivered at the Closing Time pursuant to Section 5(d) hereof
remains true and correct as of such Date of Delivery.

     (ii) Opinion of Counsel for Company. The favorable opinion of each of
Fried, Frank, Harris, Shriver & Jacobson, counsel for the Company, and
Frank B. Wyatt, II, Vice President and General Counsel of the Company, in
form and substance satisfactory to counsel for the Initial Purchasers,
dated such Date of Delivery, relating to the Additional Notes to be
purchased on such Date of Delivery and otherwise to the same effect as the
opinions required by Section 5(a) and 5 (b) hereof, respectively.

     (iii) Opinion of Counsel for Initial Purchasers. The favorable opinion
of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Initial
Purchasers, dated such Date of Delivery, relating to the Additional Notes
to be purchased on such Date of Delivery and otherwise to the same effect
as the opinion required by Section 5(c) hereof.

     (iv) Bring-down Comfort Letter. A letter from Deloitte & Touche LLP,
in form and substance satisfactory to the Representatives and dated such
Date of Delivery, substantially in the same form and substance as the
letter furnished to the Representatives pursuant to Section 5(f) hereof,
except that the "specified date" in the letter furnished pursuant to this
paragraph shall be a date not more than five days prior to such Date of
Delivery.

          (j) Additional Documents. At the Closing Time and at each Date of
Delivery, counsel for the Initial Purchasers shall have been furnished with
such documents and opinions as they may reasonably require for the purpose
of enabling them to pass upon the issuance and sale of the Securities as
herein contemplated, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein


                                  16
<PAGE>
contained; and all proceedings taken by the Company in connection with the
issuance and sale of the Securities as herein contemplated shall be
satisfactory in form and substance to the Representatives and counsel for
the Initial Purchasers.

          (k) Registration Rights Agreement. At the Closing Time, the
Company and the Initial Purchasers shall have entered into the Registration
Rights Agreement, and the Registration Rights Agreement shall be in full
force and effect.

          (l) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of
Additional Notes on a Date of Delivery which is after the Closing Time, the
obligations of the several Initial Purchasers to purchase the relevant
Additional Notes, may be terminated by the Representatives by notice to the
Company at any time at or prior to Closing Time or such Date of Delivery,
as the case may be, and such termination shall be without liability of any
party to any other party except as provided in Section 4 and except that
Sections 1, 7, 8 and 9 shall survive any such termination and remain in
full force and effect.

          SECTION 6. Subsequent Offers and Resales of the Securities.
                     ------------------------------------------------

          (a) Offer and Sale Procedures. Each of the Initial Purchasers and
the Company hereby establish and agree to observe the following procedures
in connection with the offer and sale of the Securities:

     (i) Offers and Sales only to Qualified Institutional Buyers. Offers
and sales of the Securities shall only be made to persons whom the offeror
or seller reasonably believes to be qualified institutional buyers, as
defined in Rule 144A under the 1933 Act ("Qualified Institutional Buyers").

     (ii) No General Solicitation. No general solicitation or general
advertising (within the meaning of Rule 502(c) under the 1933 Act) will be
used in the United States in connection with the offering or sale of the
Securities.

     (iii) Purchases by Non-Bank Fiduciaries. In the case of a non-bank
Subsequent Purchaser of a Security acting as a fiduciary for one or more
third parties, in connection with an offer and sale to such purchaser
pursuant to clause (i) above, each third party shall, in the judgment of
the applicable Initial Purchaser, be a Qualified Institutional Buyer.

     (iv) Subsequent Purchaser Notification. Each Initial Purchaser will
take reasonable steps to inform, and cause each of its U.S. Affiliates to
take reasonable steps to inform, persons acquiring Securities from such
Initial Purchaser or affiliate, as the case may be, in the United States
that the Securities (A) have not been and will not be registered under the
1933 Act, (B) are being sold to them without registration under the


                                  17
<PAGE>
1933 Act in reliance on Rule 144A or in accordance with another exemption
from registration under the 1933 Act, as the case may be, and (C) may not
be offered, sold or otherwise transferred except (1) to the Company, (2)
outside the United States in accordance with Regulation S, or (3) inside
the United States in accordance with (x) Rule 144A to a person whom the
seller reasonably believes is a Qualified Institutional Buyer that is
purchasing such Securities for its own account or for the account of a
Qualified Institutional Buyer to whom notice is given that the offer, sale
or transfer is being made in reliance on Rule 144A or (y) pursuant to
another available exemption from registration under the 1933 Act.

     (v) Restrictions on Transfer. The transfer restrictions and the other
provisions set forth in the Offering Memorandum under the heading "Notice
to Investors", including the legend required thereby, shall apply to the
Securities except as otherwise agreed by the Company and the Initial
Purchasers.

     (vi) Delivery of Offering Memorandum. Each Initial Purchaser will
deliver to each purchaser of the Securities from such Initial Purchaser, in
connection with its original distribution of the Securities, a copy of the
Offering Memorandum, as amended and supplemented at the date of such
delivery.

          (b) Covenants of the Company. The Company covenants with each
Initial Purchaser as follows:

     (i) Integration. The Company agrees that it will not and will cause
its Affiliates not to, directly or indirectly, solicit any offer to buy,
sell or make any offer or sale of, or otherwise negotiate in respect of,
securities of the Company of any class if, as a result of the doctrine of
"integration" referred to in Rule 502 under the 1933 Act, such offer or
sale would render invalid (for the purpose of (i) the sale of the
Securities by the Company to the Initial Purchasers, (ii) the resale of the
Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the
resale of the Securities by such Subsequent Purchasers to others) the
exemption from the registration requirements of the 1933 Act provided by
Section 4(2) thereof or by Rule 144A thereunder or otherwise.

     (ii) Rule 144A Information. The Company agrees that, in order to
render the Securities eligible for resale pursuant to Rule 144A under the
1933 Act, while any of the Securities remain outstanding, it will make
available, upon request, to any holder of Securities or prospective
purchasers of Securities the information specified in Rule 144A(d)(4),
unless the Company furnishes information to the Commission pursuant to
Section 13 or 15(d) of the 1934 Act.

     (iii) Restriction on Repurchases. Until the expiration of two years
after the original issuance of the Securities, the Company will not, and
will cause its Affiliates not to, resell any Securities which are
"restricted securities" (as such term is defined under


                                  18
<PAGE>
Rule 144(a)(3) under the 1933 Act), whether as beneficial owner or
otherwise (except as agent acting as a securities broker on behalf of and
for the account of customers in the ordinary course of business in
unsolicited broker's transactions).

          (c) Qualified Institutional Buyer. Each Initial Purchaser
severally and not jointly represents and warrants to, and agrees with, the
Company that it is a Qualified Institutional Buyer and an "accredited
investor" within the meaning of Rule 501(a) under the 1933 Act.

          SECTION 7. Indemnification.
                     ----------------

          (a) Indemnification of Initial Purchasers. The Company agrees to
indemnify and hold harmless each Initial Purchaser and each person, if any,
who controls any Initial Purchaser within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act as follows:

     (i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Offering
Memorandum or the Final Offering Memorandum (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

     (ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that (subject to Section
7(d) below) any such settlement is effected with the written consent of the
Company; and

     (iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by Merrill Lynch), reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under (i) or (ii) above;

     provided, however, that this indemnity agreement shall not apply to
any loss, liability, claim, damage or expense to the extent arising out of
any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with written information furnished
to the Company by any Initial Purchaser through Merrill Lynch expressly for
use in any Preliminary Offering Memorandum or the Final Offering Memoran-


                                  19
<PAGE>
dum (or any amendment or supplement thereto) and provided, further, that
the Company shall not be liable to any Initial Purchaser under the
indemnity agreement in this paragraph (a) with respect to any Preliminary
Offering Memorandum to the extent that any such loss, claim, damage or
liability of such Initial Purchaser results from the fact that such Initial
Purchaser sold Notes to a person as to whom it shall be established that
there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the Final Offering Memorandum as then amended or
supplemented in any case where such delivery is required by the 1933 Act if
the Company has previously furnished copies thereof in sufficient quantity
to such Initial Purchaser and the loss, claim, damage or liability of such
Initial Purchaser results from an untrue statement or omission or a
material fact contained in the Preliminary Offering Memorandum which was
identified in writing at such time to such Initial Purchaser and corrected
in the Final Offering Memorandum as then amended or supplemented.

          (b) Indemnification of Company. Each Initial Purchaser severally
agrees to indemnify and hold harmless the Company, its directors and
officers and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against
any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in any Preliminary Offering Memorandum or the
Final Offering Memorandum (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by such Initial Purchaser through Merrill Lynch expressly for use
in any Preliminary Offering Memorandum or the Final Offering Memorandum(or
any amendment or supplement thereto).

          (c) Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof
and in any event shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 7(a) above, counsel to the
indemnified parties shall be selected by Merrill Lynch, and, in the case of
parties indemnified pursuant to Section 7(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party
may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except
with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for
fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions
in the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written
consent of the indemnified parties, settle or compromise or consent to the
entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened,
or any claim whatsoever in respect of which indemnification or contribution
could be sought under this Section or Section 8 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of


                                  20
<PAGE>
such litigation, investigation, proceeding or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.

          (d) Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 7(a) and 7(b) above, effected without its
written consent if (i) such settlement is entered into more than 45 days
after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified
party in accordance with such request prior to the date of such settlement.

          SECTION 8. Contribution. If the indemnification provided for in
Section 7 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities,
claims, damages or expenses referred to therein, then each indemnifying
party shall contribute to the aggregate amount of such losses, liabilities,
claims, damages and expenses incurred by such indemnified party, as
incurred, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Initial Purchasers
on the other hand from the offering of the Securities pursuant to this
Agreement or (ii) if the allocation provided by clause (i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and of the Initial Purchasers on the
other hand in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, as well as any other
relevant equitable considerations.

          The relative benefits received by the Company on the one hand and
the Initial Purchasers on the other hand in connection with the offering of
the Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Securities pursuant to this Agreement (before deducting expenses) received
by the Company and the total underwriting discount received by the Initial
Purchasers, bear to the aggregate initial offering price of the Securities.

          The relative fault of the Company on the one hand and the Initial
Purchasers on the other hand shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Initial Purchasers
and the parties= relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

          The Company and the Initial Purchasers agree that it would not be
just and equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation (even if the Initial Purchasers were
treated as one entity for such purpose) or by any other method of


                                  21
<PAGE>
allocation which does not take account of the equitable considerations
referred to above in this Section 8. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party
and referred to above in this Section 8 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue or
alleged untrue statement or omission or alleged omission.

          Notwithstanding the provisions of this Section 8, no Initial
Purchaser shall be required to contribute any amount in excess of the
amount by which the total price at which the Securities purchased and sold
by it hereunder exceeds the amount of any damages which such Initial
Purchaser has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

          No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.

          For purposes of this Section 8, each person, if any, who controls
an Initial Purchaser within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as
such Initial Purchaser and each director and officer of the Company, and
each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights
to contribution as the Company. The Initial Purchasers= respective
obligations to contribute pursuant to this Section 8 are several in
proportion to the principal amount of Securities set forth opposite their
respective names in Schedule A hereto and not joint.

          SECTION 9. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company or any of its
subsidiaries submitted pursuant hereto shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of
any Initial Purchaser or controlling person, or by or on behalf of the
Company, and shall survive delivery of the Securities to the Initial
Purchasers.

          SECTION 10. Termination of Agreement.
                      -------------------------

          (a) Termination; General. The Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to the Closing
Time (i) if there has been, since the time of execution of this Agreement
or since the respective dates as of which information is given in the
Offering Memorandum, any Material Adverse Effect or (ii) if there has
occurred any material adverse change in the financial markets in the United
States or the international financial markets, any outbreak of hostilities
or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or


                                  22
<PAGE>
economic conditions, in each case the effect of which is such as to make
it, in the judgment of the Representatives, impracticable to market the
Securities or to enforce contracts for the sale of the Securities, or (iii)
if trading in any securities of the Company has been suspended or
materially limited by the Commission or the New York Stock Exchange, or if
trading generally on the American Stock Exchange or the New York Stock
Exchange or in the NASDAQ System has been suspended or materially limited,
or minimum or maximum prices for trading have been fixed, or maximum ranges
for prices have been required, by any of said exchanges or by such system
or by order of the Commission, the National Association of Securities
Dealers, Inc. or any other governmental authority, or (iv) if a banking
moratorium has been declared by either Federal or New York authorities.

          (b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any
other party except as provided in Section 4 hereof, and provided further
that Sections 1, 7, 8 and 9 shall survive such termination and remain in
full force and effect.

          SECTION 11. Default by One or More of the Initial Purchasers. If
one or more of the Initial Purchasers shall fail at the Closing Time or a
Date of Delivery to purchase the Securities which it or they are obligated
to purchase under this Agreement (the "Defaulted Securities"), the
Representatives shall have the right, but not the obligation, within 24
hours thereafter, to make arrangements for one or more of the
non-defaulting Initial Purchasers, or any other initial purchasers, to
purchase, each severally and not jointly, all, but not less than all, of
the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then this Agreement
or, with respect to any Date of Delivery which occurs after the Closing
Time, the obligation of the Initial Purchasers to purchase and of the
Company to sell the Additional Notes to be purchased and sold on such Date
of Delivery shall terminate without liability on the part of any
non-defaulting Initial Purchaser.

          No action pursuant to this Section shall relieve any defaulting
Initial Purchaser from liability in respect of its default.

          In the event of any such default which does not result in a
termination of this Agreement or, in the case of a Date of Delivery which
is after the Closing Time, which does not result in a termination of the
obligation of the Initial Purchasers to purchase and of the Company to sell
the Additional Notes to be purchased and sold on such Date of Delivery, as
the case may be, either the Representatives or the Company shall have the
right to postpone the Closing Time or the relevant Date of Delivery, as the
case may be, for a period not exceeding seven days in order to effect any
required changes in the Offering Memorandum or in any other documents or
arrangements.

          SECTION 12. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given
if mailed or transmitted by any standard form of telecommunication. Notices
to the Initial Purchasers shall be directed to the Representatives at North
Tower, World Financial Center, New York, New York 10281, attention of Larry
Santoro; notices to the Company shall be directed to it at 1375
Lenoir-Rhyne Blvd., Hickory, North Carolina 28601, attention of Frank B.
Wyatt, II, Vice President, General Counsel and Secretary.

          SECTION 13. Parties. This Agreement shall inure to the benefit of
and be binding upon the Initial Purchasers and the Company and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation,
other than the Initial Purchasers and the Company and their respective
successors and the controlling persons and officers and directors referred
to in Sections 7 and 8 and their heirs and legal representatives, any legal
or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of
the Initial Purchasers and the Company and their respective successors, and
said controlling persons and officers and directors and their heirs and
legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Securities from any Initial Purchaser shall be
deemed to be a successor by reason merely of such purchase.

          SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

          SECTION 15. Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.


<PAGE>


     If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a
binding agreement between the Initial Purchasers and the Company in
accordance with its terms.

                                          Very truly yours,

                                          COMMSCOPE, INC.

                                          By: /s/ Jearld Leonhardt
                                             ------------------------------
                                             Title: Executive Vice President
                                                    and Chief Financial Officer


CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                  INCORPORATED
CIBC WORLD MARKETS CORP.

By:   MERRILL LYNCH, PIERCE, FENNER & SMITH
                        INCORPORATED

By: /s/ David Rosenberg
    ----------------------------------
    Authorized Signatory


For themselves and as Representatives of the other Initial Purchasers named
in Schedule A hereto.


<PAGE>


                                SCHEDULE A

                                                        Principal
                                                          Amount
             Name of Initial Purchaser                of Securities
                                                      -------------

Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated..................    $ 90,000,000
CIBC World Markets Corp............................      60,000,000
                                                      -------------
Total..............................................    $150,000,000
                                                      =============

<PAGE>


                                 SCHEDULE B

                              CommScope, Inc.
            $150,000,000 Convertible Subordinated Notes due 2006

     1. The initial public offering price of the Securities shall be 100%
of the principal amount thereof, plus accrued interest, if any, from the
date of issuance.

     2. The purchase price to be paid by the Initial Purchasers for the
Securities shall be 97.5% of the principal amount thereof.

     3. The interest rate on the Securities shall be 4% per annum.


<PAGE>


SCHEDULE C

                            List of Subsidiaries


CommScope, Inc. of North Carolina             Incorporated:  North Carolina


<PAGE>


                                                                Exhibit A-1


              FORM OF OPINION OF FRIED, FRANK, HARRIS SHRIVER &
              JACOBSON TO BE DELIVERED PURSUANT TO SECTION 5(a)


                                                             212-859-8076
December 15, 1999                                        (FAX: 212-859-8587)


MERRILL LYNCH & CO.Merrill Lynch, Pierce, Fenner & Smith    IncorporatedCIBC
WORLD MARKETS CORP.     as Representatives of the several Initial Purchasers

c/o Merrill Lynch & Co.Merrill Lynch, Pierce, Fenner & Smith
IncorporatedNorth TowerWorld Financial CenterNew York, New York  10281-1305

                            RE: COMMSCOPE, INC.

Ladies and Gentlemen:

     We are acting as special counsel to CommScope, Inc., a Delaware
corporation (the "Company"), in connection with the Company's offering and
sale of $150,000,000 in aggregate principal amount of its 4% Convertible
Subordinated Notes due 2006 (the "Notes") (plus up to $22,500,000 in
additional principal amount issuable pursuant to the Initial Purchaser=s
over-allotment option) pursuant to the terms of a Purchase Agreement, dated
December 9, 1999 (the "Purchase Agreement"), by and among the Company,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
CIBC World Markets Corp. This opinion is delivered to you pursuant to
Section 5(a) of the Purchase Agreement. All capitalized terms used herein
that are defined in, or by reference in, the Purchase Agreement have the
meanings assigned to such terms therein, or by reference therein, unless
otherwise defined herein. With your permission, all assumptions and
statements of reliance herein have been made without any independent
investigation or verification on our part except to the extent otherwise
expressly stated, and we


                                  Sch A-1
<PAGE>
express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.

     In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents and (iii) received such information from officers and
representatives of the Company, as we have deemed necessary or appropriate
for the purposes of this opinion.

     In all such examinations, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of
original and certified documents and the conformity to original or
certified documents of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the
opinions expressed herein, we have relied upon, and assume the accuracy of,
representations and warranties contained in the Purchase Agreement and
certificates and oral or written statements and other information of or
from representatives of the Company and others and assume compliance on the
part of all parties to the Purchase Agreement, the Registration Rights
Agreement, dated as of December 15, 1999 (the "Registration Rights
Agreement"), by and among the Company and the Initial Purchasers, and the
Indenture, dated as of December 15, 1999 (the "Indenture"), among the
Company and First Union National Bank, as trustee (the "Trustee") with
their covenants and agreements contained therein.

     To the extent it may be relevant to the opinions expressed herein, we
have assumed that (i) the Trustee has the power and authority to enter into
and perform the Indenture, (ii) the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes a valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance
with its terms, (iii) the Notes have been duly authenticated and delivered
by the Trustee and (iv) the Initial Purchasers have the power and authority
to enter into and perform the Registration Rights Agreement and that the
Registration Rights Agreement has been duly authorized, executed and
delivered by each of the Initial Purchasers and constitutes a valid and
binding obligation of each of the Initial Purchasers, enforceable against
each of the Initial Purchasers in accordance with its terms.

     Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion
that:

          (i)   the Company has been duly incorporated and is validly
                existing as a corporation in good standing under the laws
                of the State of Delaware, with corporate power and
                authority to own, lease and operate its properties and
                conduct its business as described in the Offering
                Memorandum and to enter into and perform its obligation
                under the Purchase Agreement;


                                  Sch A-2
<PAGE>
          (ii)  the Notes are in the form contemplated by the Indenture,
                have been duly authorized by the Company and, when executed
                by the Company and authenticated by the Trustee in
                accordance with the provisions of the Indenture and
                delivered to and paid for by the Initial Purchasers in
                accordance with the terms of the Purchase Agreement, will
                be entitled to the benefits of the Indenture and will be
                valid and binding obligations of the Company, enforceable
                against the Company in accordance with their terms;

          (iii) the Indenture has been duly authorized, executed and
                delivered by the Company and is a valid and binding
                agreement of the Company, enforceable against the Company
                in accordance with its terms;

          (iv)  the Securities and the Indenture conform in all material
                respects to the descriptions thereof contained in the
                Offering Memorandum;

          (v)   the Purchase Agreement has been duly authorized, executed
                and delivered by the Company;

          (vi)  the Registration Rights Agreement has been duly authorized,
                executed and delivered by the Company and is a valid and
                binding agreement of the Company, enforceable against the
                Company in accordance with its terms;

          (vii) the descriptions under the captions "Description of Capital
                Stock," "Description of Notes" and "Certain United States
                Federal Income Tax Consequences" in the Offering
                Memorandum, insofar as such descriptions constitute a
                summary of the legal matters or documents referred to
                therein, fairly summarize the matters referred to therein;

          (viii) no filing, consent, approval, authorization or order of or
                with any court or governmental agency or body of the States
                of New York or Delaware or the United States of America is
                required to be made or obtained by the Company for the
                performance of its obligations under the Purchase
                Agreement, the Registration Rights Agreement or the
                Indenture, or the consummation by the Company of the
                transactions therein contemplated, except such as have been
                made or obtained and such as may be required under federal
                and state securities or Blue Sky laws in connection with
                the purchase and distribution of the Securities by the
                Initial Purchasers or by the federal and state securities
                laws in connection with the registration obligations under
                the Registration Rights Agreement;

          (ix)  the Company is not an "investment company" as such term is
                defined in the Investment Company Act of 1940, as amended;


                                  Sch A-3
<PAGE>
          (x)   it is not necessary in connection with the offer, sale and
                delivery of the Notes to the Initial Purchasers in the
                manner contemplated by the Purchase Agreement to qualify
                the Indenture under the TIA; and

          (xi)  no registration under the Act of the Notes is required for
                the sale of the Notes to the Initial Purchasers and to each
                Subsequent Purchaser as contemplated by the Purchase
                Agreement and the Offering Memorandum assuming (i) that
                each Initial Purchaser is a QIB, (ii) the accuracy of, and
                compliance with, the Initial Purchasers' representations,
                warranties, and covenants contained in Section 6 of the
                Purchase Agreement, and (iii) the accuracy of the
                representations of the Company set forth in Sections 1(a)
                (xxii), (xxiii) and (xxiv) of the Purchase Agreement.

     In the course of the preparation by the Company of the Offering
Memorandum, we participated in conferences with certain of the officers and
representatives of, and the independent public accountants for, the Company
at which the contents of the Offering Memorandum were discussed. Between
the date of the Offering Memorandum and the time of delivery of this
opinion, we participated in additional conferences with certain of the
officers and representatives of, and independent public accountants for,
the Company at which the contents of the Offering Memorandum were discussed
to a limited extent. Given the limitations inherent in the independent
verification of factual matters and the character of determinations
involved in the process, we are not passing upon or assuming any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Offering Memorandum, except to the extent provided in
paragraph (vii) above. Subject to the foregoing and on the basis of the
information gained in the performance of the services referred to herein,
including information obtained from the officers and other representatives
of, and the independent public accountants for, the Company, no facts have
come to our attention that cause us to believe that the Offering
Memorandum, as of its date, contained any untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading. Also, subject to the foregoing, no facts have come to
our attention in the course of the proceedings described in the second
sentence of this paragraph that cause us to believe that the Offering
Memorandum, as of the date and time of the delivery of this opinion,
contains an untrue statement of a material fact or omits to the state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. In
each case, however, we express no view or belief, with respect to financial
statements, or the notes or schedules thereto, or other financial data
included in or omitted from the Offering Memorandum.

     The opinions set forth above are subject to the following
qualifications:

     (A) We express no opinion as to the validity, binding effect or
enforceability of any provision of the Indenture and the Registration
Rights Agreement relating to indemnification or contribution.


                                  Sch A-4
<PAGE>
     (B) We express no opinion as to the validity, binding effect or
enforceability of any provision of the Indenture, Registration Rights
Agreement or the Notes:

          (1)  containing any purported waiver, release, variation,
               disclaimer, consent or other agreement of similar effect
               (all of the foregoing, collectively, a "Waiver") by the
               Company under any of such agreements to the extent limited
               by provisions of applicable law (including judicial
               decisions), or to the extent that such a Waiver applies to a
               right, claim, duty, defense or ground for discharge
               otherwise existing or occurring as a matter of law
               (including judicial decisions), except to the extent that
               such a Waiver is effective under, and is not prohibited by
               or void or invalid under provisions of applicable law
               (including judicial decisions);

          (2)  related to choice of governing law to the extent that the
               validity, binding effect or enforceability of any such
               provision is to be determined by any court other than a
               court of the State of New York or a federal district court
               sitting in the State of New York and applying the law of the
               State of New York;

          (3)  specifying that provisions thereof may be waived only in
               writing, to the extent that an oral agreement or an implied
               agreement by trade practice or course of conduct has been
               created that modifies any provision of such agreement; and

          (4)  purporting to give any person or entity the power to
               accelerate obligations without any notice to the obligor.

     (C)  Our opinions above are subject to the following:

          (1)  bankruptcy, insolvency, reorganization, moratorium or other
               laws now or hereafter in effect affecting creditors' rights
               generally;

          (2)  general principles of equity, including, without limitation,
               standards of materiality, good faith, fair dealing and
               reasonableness equitable defenses and limits as to
               availability of equitable remedies (whether such principles
               are considered in a proceeding in equity or at law); and

          (3)  the application of any applicable fraudulent conveyance,
               fraudulent transfer, fraudulent obligation, or preferential
               transfer law or any law governing the distribution of assets
               of any person now or hereafter in effect affecting
               creditors' rights and remedies generally.


                                  Sch A-5
<PAGE>
     The opinions expressed herein are limited to the federal laws of the
United States of America, the laws of the State of New York and, to the
extent relevant to the opinion expressed herein, the Delaware General
Corporation Law, as currently in effect. The opinions expressed herein are
given as of the date hereof, and we undertake no obligation to supplement
this letter if any applicable laws change after the date hereof or if we
become aware of any facts that might change the opinions expressed herein
after the date hereof or for any other reason.

     The opinions expressed herein are solely for your benefit in
connection with the Purchase Agreement and may not be relied on in any
manner or for any purpose by any other person or entity and may not be
quoted in whole or in part without our prior written consent.

                        Very truly yours,

                        FRIED, FRANK, HARRIS, SHRIVER & JACOBSON

                        By:
                            -----------------------------------------------
                            Lois Herzeca


                                  Sch A-6
<PAGE>
                                                                Exhibit A-2

FORM OF OPINION OF FRANK B. WYATT, IITO BE DELIVERED PURSUANT TO SECTION 5(b)

MERRILL LYNCH & CO.Merrill Lynch, Pierce, Fenner & Smith Incorporated
CIBC WORLD MARKETS CORP. as Representatives of the several Initial Purchasers

c/o Merrill Lynch & Co.Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower, World Financial Center, New York, New York  10281-1305

Dear Sirs and Mesdames:

          I am General Counsel of CommScope, Inc., a Delaware corporation
(the "Company"). This opinion is being delivered to you pursuant to Section
5(b) of the Purchase Agreement, dated December 9, 1999 (the "Purchase
Agreement"), among the Company, Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and CIBC World Markets Corp. All capitalized
terms used herein that are defined in the Purchase Agreement have the
respective meanings set forth therein, unless otherwise defined herein.
With your permission, with respect to the opinions expressed herein, all
assumptions and statements of reliance herein have been made without any
independent investigation or verification on my part, except to the extent
otherwise expressly stated, and I express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.

          I, or outside attorneys under my direction and control, have
examined the originals, or certified, conformed or reproduction copies, of
all such records, agreements, instruments and documents as I have deemed
relevant or necessary as the basis for the opinions hereinafter expressed.
In all such examinations, I have assumed the authenticity of all records,
agreements and documents and the truth of all representations set forth
therein, the genuineness of all signatures on original or certified copies
and the conformity to original or certified copies of all copies submitted
to me as conformed or reproduction copies. As to various questions of fact
relevant to such opinion, I have relied upon, and assumed the accuracy of,
certificates and oral or written statements and other information of or
from public officials, officers or representatives of the Company, and
others.


                                  Sch A-7
<PAGE>
          Based upon the foregoing, and subject to the limitations,
qualifications, and assumptions set forth herein, I am of the opinion that:

          (1) The Company is duly qualified to transact business as a
     foreign corporation, and is in good standing, under the laws of each
     jurisdiction in which it owns or leases properties or conducts
     business so as to require such qualification, or is subject to no
     material liability or disability by reason of failure to be so
     qualified in any such jurisdiction.

          (2) The Company has an authorized capitalization as set forth in
     the Offering Memorandum in the column entitled "Actual" under the
     caption "Capitalization", and all of the issued shares of capital
     stock of the Company have been duly and validly authorized and issued,
     are fully paid and nonassessable, and none of the outstanding shares
     of capital stock of the Company was issued in violation of the
     preemptive or other similar rights of any security holder of the
     Company.

          (3) Each Subsidiary has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of the
     jurisdiction of its incorporation, has corporate power and authority
     to own, lease and operate its properties and to conduct its business
     as described in the Offering Memorandum and is duly qualified to
     transact business, as a foreign corporation, and is in good standing,
     in each jurisdiction in which such qualification is required, whether
     by reason of the ownership or leasing of property or the conduct of
     business, except where the failure to qualify or to be in good
     standing would not result in a Material Adverse Effect, except as
     otherwise disclosed in the Offering Memorandum; all of the issued and
     outstanding capital stock of each Subsidiary has been duly authorized
     and validly issued, is fully paid and non-assessable and, to the best
     of my knowledge, is owned by the Company, directly or through
     subsidiaries, free and clear of any security interest, mortgage,
     pledge, lien, encumbrance, claim or equity.

          (4) The Conversion Shares have been duly authorized and validly
     reserved for issuance upon conversion of the Notes by all necessary
     corporate action of the Company


                                  Sch A-8
<PAGE>
     and, when duly issued by the Company upon such conversion, will be
     validly issued, fully paid and nonassessable; no holder thereof will
     be subject to personal liability for obligations of the Company solely
     by reason of being such a holder; and the issuance of the Conversion
     Shares will not be subject to preemptive or similar rights.

          (5) To the best of my knowledge and other than as set forth in
     the Offering Memorandum, there are no legal or governmental
     proceedings pending to which the Company or any of its subsidiaries is
     a party or of which any property of the Company or any of its
     subsidiaries is the subject which, individually or in the aggregate,
     would have, or may reasonably be expected to have, a Material Adverse
     Effect; and, to the best of my knowledge, no such proceedings are
     threatened or contemplated by governmental authorities or threatened
     by others.

          (6) To the best of my knowledge, (a) neither the Company nor any
     of its subsidiaries is in violation of its respective Certificate of
     Incorporation or By-laws and (b) no default by the Company or any of
     its subsidiaries exists in the due performance or observance of any
     obligation, agreement, covenant or condition contained in any
     contract, indenture, mortgage, loan agreement, note, lease or other
     agreement or instrument described or referred to in the Offering
     Memorandum, except as would not have or reasonably be expected to have
     a Material Adverse Effect.

          (7) The execution, delivery and performance of the Purchase
     Agreement, the DTC Agreement, the Indenture, the Registration Rights
     Agreement and the Notes and the consummation of the transactions
     contemplated in the Purchase Agreement and in the Offering Memorandum
     (including the use of the proceeds from the sale of the Securities as
     described in the Offering Memorandum under the caption "Use Of
     Proceeds") and compliance by the Company with its obligations under
     the Purchase Agreement, the Indenture, the Registration Rights
     Agreement and the Notes do not and will not conflict with or result in
     a breach or violation of any of the terms or provisions of, or
     constitute a default under, any Agreement and Instruments which are
     material to the Company and its subsidiaries taken as a whole, nor
     will such action result in any violation of the provisions


                                  Sch A-9
<PAGE>
     of the Certificate of Incorporation or By-laws of the Company or any
     statute or any order, rule or regulation known to me of any court or
     governmental agency or body having jurisdiction over the Company or
     any of the subsidiaries or any of their properties.

          The opinions set forth above are subject to the following
qualifications:

          A.   With respect to the opinion expressed in paragraphs 6 and 7
               above: (i) I have made no independent investigation as to
               whether the Agreements and Instruments which are material to
               the Company and its subsidiaries, taken as a whole, and
               which are governed by the laws of any jurisdiction other
               than the State of North Carolina, will be enforced as
               written under the laws of such jurisdiction; (ii) I express
               no opinion with respect to any conflict with or any breach
               or violation of, or default under, any indenture, mortgage,
               deed of trust, loan agreement or other agreement or
               instrument not ascertainable from the face of such
               indenture, mortgage, deed of trust, loan agreement or other
               agreement or instrument, or arising under or based upon any
               cross-default provisions insofar as such conflict, breach,
               violation or default related to a default under an agreement
               not known to me to which the Company or any of its
               subsidiaries is a party or by which the Company or any of
               its subsidiaries is bound or to which any of the property or
               assets of the Company or any of its subsidiaries is subject;
               and (iii) I have relied as to matters of fact upon, and
               assumed the accuracy of, a certificate of a senior financial
               officer of the Company, attached thereto as Annex A, with
               respect to any covenant of a financial or numerical nature
               or that requires computation in any indenture, mortgage,
               deed of trust, loan agreement or other agreement or
               instrument known to me to which the Company or any of its
               subsidiaries is a party or by which the Company or any of
               its subsidiaries is bound or to which any of the property or
               assets of the Company or any of its subsidiaries is subject.


                                  Sch A-10
<PAGE>
           B.  My opinions are subject to (i) applicable bankruptcy,
               insolvency, moratorium, fraudulent conveyance and other
               similar laws affecting creditors' rights and remedies
               generally, and (ii) general principles of equity including,
               without limitation, standards of materiality, good faith,
               fair dealing and reasonableness, equitable defenses and
               limits as to the availability of equitable remedies, whether
               such principles are considered in a proceeding at law or in
               equity.

          C.   The opinions expressed above are subject to the effect of,
               and I express no opinions herein as to, the application of
               the securities or Blue Sky laws of any state of the United
               States.

          The opinions expressed herein are limited to the laws of the
United States of America and the laws of the State of North Carolina and,
to the extent relevant to the opinions expressed herein, the General
Corporation Law of the State of Delaware, each as currently in effect. The
opinions expressed herein are given as of the date hereof, and I undertake
no obligation to supplement this letter if any applicable laws change after
the date hereof or if I become aware of any facts that might change the
opinions expressed herein after the date hereof or for any other reason.

          The opinions expressed herein are solely for your benefit in
connection with the Purchase Agreement and may not be relied on in any
manner or for any purpose by any other person or entity and may not be
quoted in whole or in part without my prior written consent.

                              Very truly yours,

                              Frank B. Wyatt, II
                              General Counsel



cc:  Jearld L. Leonhardt


                                  Sch A-11
<PAGE>
                                    FORM OF FINANCIAL OFFICER'S CERTIFICATE


                                                        Annex A to Exhibit A

          The undersigned, Jearld L. Leonhardt, the Executive Vice
President and Chief Financial Officer of CommScope, Inc., a Delaware
corporation (the "Company"), hereby certifies, solely as a financial
officer of the Company and not personally, that the compliance by the
Company with all of the provisions of the purchase agreement, dated as of
December 9, 1999 (the "Purchase Agreement"), among the Company, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and CIBC
World Markets Corp., the DTC Agreement, the Indenture, the Registration
Rights Agreement and the Notes and the consummation of the transactions
therein contemplated will not conflict with or result in a breach or a
violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to the undersigned to which the Company or
any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject and which is material to the
Company and its subsidiaries.

          Capitalized terms used herein without definitions shall have the
meanings ascribed to them in the Purchase Agreement.


Dated:  December __, 1999

                                          ---------------------------------
                                          Jearld L. Leonhardt
                                          Executive Vice President
                                          and Chief Financial Officer


<PAGE>


                                                       Annex A to Exhibit A

Exhibit B

                   Form of Registration Rights Agreement