EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 AMENDMENT
AGREEMENT 
 AMENDMENT AGREEMENT, dated as of May 31, 2017 (this “Agreement”), among CommScope, Inc.
(“Borrower”), CommScope Holding Company, Inc. (“Holdings”), the subsidiary guarantors listed on the signature pages hereto (the “Subsidiary Guarantors,” and together with Holdings, the
“Guarantors”), the lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”), Wells Fargo Securities, LLC
(“WFS”) and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers”) in respect of this Agreement. 

W I T N E S S E T H: 
 WHEREAS,
Borrower, the Guarantors listed on the signature pages thereto, the several lenders from time to time party thereto (the “Original Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent are parties to
that certain credit agreement dated as of January 14, 2011, (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Original Credit Agreement”), pursuant to which the Original
Lenders made certain loans and other extensions of credit to Borrower; 
 WHEREAS, the Obligations (as defined in the Original Credit
Agreement, hereinafter the “Original Obligations”) of Borrower and the other Loan Parties under the Original Credit Agreement and the other Loan Documents (as defined in the Original Credit Agreement, hereinafter the “Loan
Documents”) are secured by certain collateral (hereinafter the “Original Collateral”) and are guaranteed or otherwise benefited by the Loan Documents; 

WHEREAS, the parties hereto wish to amend the Original Credit Agreement to effect the amendments described herein, including the repricing of
the Tranche 5 Term Loans (as defined in the Original Credit Agreement) outstanding immediately prior to the date hereof (the “Original Tranche 5 Term Loans”), so that such amended Original Tranche 5 Term Loans (the “Tranche
5 Term Loans”) have identical terms with, and the same rights and obligations under the Loan Documents as and are in the same aggregate principal amount as, the Original Tranche 5 Term Loans, except as such terms are amended as set forth
herein; 
 WHEREAS, such repricing will be in the form of the following: (x) each Original Lender holding a Tranche 5 Term Loan (an
“Original Tranche 5 Lender”) who so consents pursuant to the execution and delivery of this Agreement (a “Consenting Tranche 5 Lender”) shall be deemed, upon effectiveness of this Agreement, to have consented to the
terms of this Agreement, including the conversion by amendment of all of its Original Tranche 5 Term Loans into Tranche 5 Term Loans, in the same aggregate principal amount as such Original Tranche 5 Lender’s Original Tranche 5 Term Loans, and
such Original Tranche 5 Lender shall continue as a Tranche 5 Lender under the Amended Credit Agreement (in each case, subject to reduction in allocation by WFS) and (y) each Person who executes and delivers this Agreement as an Additional
Tranche 5 Lender will make Tranche 5 Term Loans under the Amended Credit Agreement on the effective date of this Agreement to Borrower, the proceeds of which will be used by Borrower to repay in full the outstanding principal amount of Original
Tranche 5 Term Loans of the Non-Converting Original Tranche 5 Lenders (as defined below); 
 WHEREAS, Borrower shall pay to each Original
Tranche 5 Lender all accrued and unpaid interest on its Original Tranche 5 Term Loans to, but not including, the date of effectiveness of this Agreement on such date of effectiveness; 







 WHEREAS, the parties hereto intend that (a) the Original Obligations that remain unpaid and
outstanding as of the Amendment Date (as defined below) shall continue to exist under the Amended Credit Agreement on the terms set forth therein and (b) the Original Collateral and the Loan Documents shall continue (in accordance with their
terms) to secure, guarantee, support and otherwise benefit, as applicable, the Original Obligations (as modified by this Agreement) as well as the other Obligations of Borrower and the other Loan Parties under the Amended Credit Agreement
(including, without limitation, Obligations in respect of the Tranche 5 Term Loans) and the other Loan Documents; 
 NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows: 

SECTION 1. (a) Certain Definitions. The following terms when used in this Agreement shall have the following meanings (such meanings to
be equally applicable to the singular and plural form thereof): 
 “Additional Tranche 5 Lender” means a Person with an
Additional Tranche 5 Term Loan Commitment to make Tranche 5 Term Loans to Borrower on the Amendment Date. For the avoidance of doubt, an Additional Tranche 5 Lender may be an Original Tranche 5 Lender. 

“Additional Tranche 5 Term Loan Commitment” means, with respect to an Additional Tranche 5 Lender, the commitment of such
Additional Tranche 5 Lender to make Tranche 5 Term Loans on the Amendment Date, in the amount set forth on the signature page to this Agreement of such Additional Tranche 5 Lender or as otherwise indicated in writing to the Administrative Agent. The
aggregate amount of the Additional Tranche 5 Term Loan Commitments shall equal the outstanding principal amount of Original Tranche 5 Term Loans of Non-Converting Original Tranche 5 Lenders plus the outstanding principal amount of any Original
Tranche 5 Term Loans of a Consenting Tranche 5 Term Lender that represent amounts that have been allocated down by WFS. 
 “Amended
Credit Agreement” is defined in Section 3 hereof. 
 “Amendment Date” is defined in Section 4 hereof.

 “Non-Converting Original Tranche 5 Lender” means each Original Tranche 5 Lender that has not executed and delivered a
counterpart of this Agreement on or prior to the Amendment Date. 
 “Tranche 5 Lender” means, collectively, (i) each
Original Tranche 5 Lender that agrees to convert by amendment its Original Tranche 5 Term Loans into Tranche 5 Term Loans pursuant to the execution and delivery of this Agreement on or prior to the Amendment Date and (ii) each Additional
Tranche 5 Lender. 
 “Tranche 5 Term Loan” means (x) the Original Tranche 5 Term Loans of a Consenting Tranche 5
Lender immediately after giving effect to the amendment thereof pursuant to this Agreement and (y) a Loan made pursuant to Section 2.01(d)(y) of the Amended Credit Agreement on the Amendment Date. 

“Tranche 5 Term Loan Commitment” means, with respect to an Original Tranche 5 Lender, the agreement of such Original Tranche
5 Lender to convert by amendment Original Tranche 5 Term Loans into an equal aggregate principal amount of Tranche 5 Term Loans on the Amendment Date under the Amended Credit Agreement (subject to reduction in allocation by WFS), as evidenced by
such Original Tranche 5 Lender executing and delivering this Agreement. Such Original Tranche 5 Lender’s 

  
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Tranche 5 Term Loan Commitments shall not exceed 100% of the aggregate principal amount of such Original Tranche 5 Lender’s existing Original Tranche 5 Term Loans. 

(b) Other Definitions. Unless otherwise defined or the context otherwise requires, terms for which meanings are
provided in the Amended Credit Agreement shall have such meanings when used in this Agreement. 
 SECTION 2. Conversion of Original
Tranche 5 Term Loans 
 (a) Subject to and upon the terms and conditions herein and of the Amended Credit Agreement,
each Original Tranche 5 Lender with a Tranche 5 Term Loan Commitment severally agrees to convert by amendment its Original Tranche 5 Term Loans in an aggregate principal amount of such Original Lender’s Tranche 5 Term Loan Commitment into
a like outstanding principal amount of Tranche 5 Term Loans on the Amendment Date (subject to reduction in allocation by WFS). 

(b) Subject to and upon the terms and conditions herein and of the Amended Credit Agreement, each Additional Tranche 5 Lender
severally agrees to make Tranche 5 Term Loans to Borrower on the Amendment Date in a principal amount not to exceed its Additional Tranche 5 Term Loan Commitment. Borrower shall prepay on the Amendment Date all Original Tranche 5 Term Loans of
Non-Converting Original Lenders and any Original Tranche 5 Term Loans of a Consenting Tranche 5 Term Lender that represent amounts that have been allocated down by WFS with the gross proceeds of such Tranche 5 Term Loans. 

(c) Borrower shall pay all accrued and unpaid interest on the Original Tranche 5 Term Loans to the Original Tranche 5 Lenders
to, but not including, the date of repayment thereof, such payment to be made on such date of repayment and, solely in the case of Non-Converting Original Lenders or Consenting Tranche 5 Term Lenders that have their Original Tranche 5 Term Loans
repaid due to allocation down by WFS, shall include any breakage loss or expense under Section 3.05 of the Original Credit Agreement. The Amendment Date shall be deemed the first day of a new Interest Period under the Amended Credit Agreement
with respect to the Tranche 5 Term Loans made on the Amendment Date. 
 (d) For avoidance of doubt, holders of the Tranche 5
Term Loans shall be entitled to the same guarantees and security interests pursuant to the Loan Documents from and after the Amendment Date as the benefits to which the holders of Original Tranche 5 Term Loans had been entitled immediately prior to
the Amendment Date. 
 (e) The Tranche 5 Term Loans (whether consisting of Additional Tranche 5 Term Loans or Original
Tranche 5 Term Loans amended by the terms of this Amendment) will constitute one class of Term Loans on the terms set forth in Annex I hereto. 

(f) Borrower hereby consents to each Additional Tranche 5 Lender signatory hereto that is not also an Original Tranche 5
Lender becoming a Lender under the Amended Credit Agreement. 
 (g) Immediately after giving effect to this Agreement, the
aggregate principal amount of each Lender’s Tranche 5 Term Loans is set forth on Annex II hereto. 

  
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 SECTION 3. Amendment of Original Credit Agreement 

On the Amendment Date, the Original Credit Agreement shall be, and is hereby amended to delete the stricken text (indicated textually in the
same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in Annex I hereto (as set forth in such Annex I, the “Amended Credit Agreement”), and as so amended is hereby ratified, approved and confirmed in each and every respect by all parties hereto. The
rights and obligations of the parties to the Original Credit Agreement with respect to the period prior to the Amendment Date shall not be affected by such amendment. 

SECTION 4. Conditions Precedent to the Effectiveness of this Amendment 

This Agreement shall become effective as of the date (the “Amendment Date”) of the satisfaction or waiver of each of the
conditions precedent set forth in this Section 4 hereof. 
 (a) Executed Counterparts. The Administrative Agent
shall have received this Agreement, duly executed by (A) each Original Tranche 5 Lender, or in lieu of one or more Original Tranche 5 Lenders, one or more Additional Tranche 5 Lenders and (B) each of the other parties hereto. 

(b) Interest. Borrower shall have paid in cash, substantially simultaneously with the making of Additional Tranche 5
Term Loans and the conversion by amendment of Original Tranche 5 Term Loans, to the Administrative Agent for the account of all Original Tranche 5 Lenders all accrued and unpaid interest on the Original Tranche 5 Term Loans, in each case, to, but
not including, the Amendment Date. 
 (c) Corporate and Other Proceedings. The Administrative Agent shall have
received a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of each Loan Party authorizing (a) the execution, delivery and performance of this Agreement and the
Amended Credit Agreement (and any agreements relating thereto) and (b) in the case of Borrower, the extensions of credit contemplated hereunder and under the Amended Credit Agreement. 

(d) No Default or Event of Default. After giving effect to this Agreement, no Default or Event of Default shall have
occurred and be continuing, either on the date hereof under the Original Credit Agreement or on the Amendment Date under the Amended Credit Agreement. 

(e) Certificates. The Administrative Agent shall have received (i) such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and any other legal matters relating to the Loan Parties or the Loan Documents all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel and (ii) an officer’s certificate of Borrower, dated the Amendment Date, confirming compliance with the conditions set forth in this Section 4. 

(f) Opinions of Counsel. The Administrative Agent shall have received a legal opinion, in form and substance reasonably
satisfactory to the Administrative Agent, from Latham & Watkins LLP, counsel to the Loan Parties. 
 (g)
Representations and Warranties. On the Amendment Date, (x) the representations and warranties made by Borrower in Section 5 hereof, as they relate to the Loan Parties at such time (except to the extent such representations and
warranties refer to an earlier date), shall be true and 

  
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correct in all material respects and (y) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Amended Credit Agreement or any other Loan
Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. 

(h) Fees. The Arrangers shall have received the fees required to be paid on the Amendment Date, including those
separately agreed among the Borrower and the Arrangers, and all expenses (including the reasonable fees, disbursements and other charges of Simpson Thacher & Bartlett LLP, counsel for the Arrangers) for which invoices have been presented on
or prior to the Amendment Date. 
 (i) Mortgage Property. The Borrower shall have provided Life of Loan flood hazard
determinations (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party) with respect to each Mortgaged Property. If any portion of any Mortgaged Property is located in
an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter
in effect or successor act thereto), then the Borrower shall (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and
regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent. 

SECTION 5. Representations and Warranties 

(a) On and as of the Amendment Date, after giving effect to this Agreement, Borrower hereby represents and warrants to the
Administrative Agent and each Lender that this Agreement has been duly authorized, executed and delivered by Borrower and each Guarantor and constitutes the legal, valid and binding obligations of Borrower and each Guarantor enforceable against
Borrower and each Guarantor in accordance with its terms and the Amended Credit Agreement and constitutes the legal, valid and binding obligation of Borrower and each Guarantor enforceable against Borrower and each Guarantor in accordance with its
terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law). 
 (b) On the Amendment Date, the Loan Parties, together with
their Restricted Subsidiaries on a consolidated basis, are Solvent. 
 SECTION 6. No Other Amendments; References to the Credit
Agreement 
 Other than as specifically provided herein or in the Amended Credit Agreement, this Agreement shall not operate as a waiver
or amendment of any right, power or privilege of the Lenders under (and as defined in) the Original Credit Agreement or any other Loan Document (as such term is defined in the Original Credit Agreement) or of any other term or condition of the
Original Credit Agreement or any other Loan Document (as such term is defined in the Original Credit Agreement) nor shall the entering into of this Agreement preclude the Lenders from refusing to enter into any further waivers or amendments with
respect to the Amended Credit Agreement. All references to the Original 

  
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Credit Agreement in any document, instrument, agreement, or writing that is a Loan Document shall from and after the Amendment Date be deemed to refer to the Amended Credit Agreement, and, as
used in the Amended Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and words of similar import shall mean, from and after the Amendment Date, the Amended Credit
Agreement. 
 SECTION 7. Headings 

The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement
or any provisions hereof. 
 SECTION 8. Execution in Counterparts 

This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts
together shall be deemed to constitute one and the same instrument. A counterpart hereof or a signature page hereto delivered by facsimile or electronic transmission (such as a .pdf file) shall be effective as delivery of a manually signed, original
counterpart hereof. 
 SECTION 9. Cross-References 

References in this Agreement to any Section are, unless otherwise specified or otherwise required by the context, to such Section of this
Agreement. 
 SECTION 10. Governing Law 

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK. 
 SECTION 11. Loan Party Acknowledgments 

(a) Each Loan Party hereby (i) expressly acknowledges the terms of the Amended Credit Agreement, (ii) ratifies and
affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan
Documents remain in full force and effect and (iv) agrees that each Collateral Document secures all Obligations of the Guarantors in accordance with the terms thereof. 

(b) Each Loan Party hereby reaffirms, as of the Amendment Date, (i) the covenants and agreements contained in each Loan
Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Agreement and the transactions contemplated thereby, and (ii) its guarantee of payment of the
Obligations pursuant to the Guarantee and its grant of Liens on the Collateral to secure the Obligations. 
 (c) Each Loan
Party hereby certifies that, as of the date hereof (both before and after giving effect to the occurrence of the Amendment Date and the effectiveness of the Amended Credit Agreement), the representations and warranties made by it contained in the
Loan Documents to which it is a party are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent any such representation or warranty refers or pertains solely to a date prior to the date
hereof (in which case such representation and warranty was true and correct in all material respects as of such earlier date). 

  
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 (d) Each Loan Party further confirms that each Loan Document to which it is a
party is and shall continue to be in full force and effect and the same are hereby ratified and confirmed in all respects. 

(e) Each Loan Party hereby acknowledges and agrees that the acceptance by the Administrative Agents, each Lender and each
other Agent of this document shall not be construed in any manner to establish any course of dealing on any Agent’s or Lender’s part, including the providing of any notice or the requesting of any acknowledgment not otherwise expressly
provided for in any Loan Document with respect to any future amendment, waiver, supplement or other modification to any Loan Document or any arrangement contemplated by any Loan Document. 

SECTION 12. Post-Closing Collateral Matters. Within 90 days of the Amendment Date (or such later date as the Collateral Agent shall
agree), the Borrower shall have delivered, with respect each existing Mortgaged Property: 
 (i) either: 

(a) written confirmation (which confirmation may be provided in the form of an electronic mail acknowledgment in form and
substance reasonably satisfactory to the Collateral Agent) from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or
recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, for the
benefit of the Secured Parties; and (y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary
or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended
pursuant to this Amendment, for the benefit of the Secured Parties; or 
 (b) the following documentation with respect to
the Mortgaged Property: 

  
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 (i) an amendment to the existing Mortgage (the “Mortgage
Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates,
affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Borrower and Collateral Agent; 

(ii) a date down, modification and/or so-called “non-impairment endorsement to the existing mortgage title insurance
policies (each, a “Mortgage Endorsement,” collectively, the “Mortgage Endorsements”) relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgage assuring the Collateral Agent that such
Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects, encumbrances and liens
except for Permitted Encumbrances (as defined in each Mortgage), and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent 

(iii) a customary legal opinion or opinions, addressed to the Collateral Agent for itself and the benefit of each of the
Secured Parties covering the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment in form and substance reasonably satisfactory to the Collateral Agent; and 

(iv) such affidavits, certificates, information and instruments of indemnification as shall be required to induce
the title insurance company to issue the endorsements to the Mortgage Policy contemplated in this Schedule I and evidence of payment by the Borrower of all applicable title insurance premiums, search and examination charges, escrow charges and
related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment and issuance of the endorsement to the Mortgage Policy referred to above to the extent invoiced. 

[SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers and general partners thereunto duly authorized, as of the date first written above. 
  

			
	COMMSCOPE, INC.
		
	By:	 	/s/ Mark A. Olson
		 	Name: Mark A. Olson
		 	Title:   Executive Vice President and Chief
		 	            Financial Officer
	
	COMMSCOPE HOLDING COMPANY, INC.
		
	By:	 	/s/ Mark A. Olson
		 	Name: Mark A. Olson
		 	Title:   Executive Vice President and Chief
		 	            Financial Officer



  
 Signature Page to
Amendment Agreement 








 
			
	 COMMSCOPE CONNECTIVITY LLC

COMMSCOPE DSL SYSTEMS LLC
 COMMSCOPE CONNECTIVITY SOLUTIONS
LLC

		
	By:	 	/s/ Frank B. Wyatt, II
		 	Name: Frank B. Wyatt, II
		 	Title:   Senior Vice President and Secretary
	
	 COMMSCOPE, INC. OF NORTH CAROLINA

COMMSCOPE TECHNOLOGIES LLC
 COMMSCOPE SOLUTIONS MANUFACTURING
LLC
 VEXTRA TECHNOLOGIES LLC
 CABLE TRANSPORT, INC.

ANDREW SYSTEMS INC.
 ALLEN TELECOM LLC

REDWOOD SYSTEMS, INC.

		
	By:	 	/s/ Frank B. Wyatt, II
		 	Name: Frank B. Wyatt, II
		 	Title:   Senior Vice President



  
 Signature Page to
Amendment Agreement 








 
			
	JPMORGAN CHASE BANK, N.A.,
		 	as Administrative Agent
		
	By:	 	/s/ Peter B. Thauer
		 	Name: Peter B. Thauer
		 	Title:   Managing Director



  
 Signature Page to
Amendment Agreement 








 [Tranche 5 Lender Signature Pages held with Administrative Agent] 

  








 Additional Tranche 5 Term Loan 

Commitment: $ 106,677,763.27 
  

 

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as an Additional Tranche 5 Lender

		
	By:	 	/s/ Christopher C. Borin
		 	Name: Christopher C. Borin
		 	Title:   Managing Director


  

  
 Signature Page to
Amendment Agreement 








 ANNEX I to 

Agreement 
 AMENDED CREDIT
AGREEMENT 







 ANNEX II to 

Agreement 
 [Schedule of Tranche
5 Lenders and Tranche 5 Term Loans held with Administrative Agent]