<PAGE>


                                                                    EXHIBIT 10.1

                                EIGHTH AMENDMENT
                               TO CREDIT AGREEMENT

                  This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT")
is dated as of March 11, 2003 and entered into by and among ARRIS GROUP, INC., a
Delaware corporation ("HOLDINGS"), ARRIS INTERNATIONAL, INC., a Delaware
corporation (the "COMPANY"), ARRIS INTERACTIVE L.L.C., a Delaware limited
liability company ("ARRIS"), EACH OF COMPANY'S SUBSIDIARIES LISTED ON THE
SIGNATURE PAGES HEREOF (Company, Arris and each such subsidiary are individually
referred to herein as a "BORROWER" and, collectively, on a joint and several
basis, as the "BORROWERS"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE
PAGES HEREOF (each individually referred to herein as a "LENDER" and
collectively as "LENDERS"), and THE CIT GROUP/BUSINESS CREDIT, INC., as
administrative agent, collateral agent and syndication agent for Lenders (in
such capacity, "ADMINISTRATIVE AGENT), and is made with reference to that
certain Credit Agreement dated as of August 3, 2001, as amended by that certain
First Amendment to Credit Agreement dated as of January 8, 2002, as supplemented
by that certain Acknowledgement dated as of March 21, 2002, as further amended
by that certain Second Amendment to Credit Agreement dated as of April 19, 2002,
as further amended by that certain Third Amendment to Credit Agreement dated as
of April 24, 2002, as further amended by that certain Fourth Amendment to Credit
Agreement dated as of May 31, 2002, as further amended by that certain Fifth
Amendment dated as of September 30, 2002, as further supplemented by that
certain Consent dated as of September 30, 2002, as further amended by that
certain Sixth Amendment to Credit Agreement dated as of November 21, 2002 and as
further amended by that certain Seventh Amendment to Credit Agreement dated as
of January 2, 2003 (as so amended, restated, supplemented or otherwise modified
as of the date hereof, the "CREDIT AGREEMENT"), by and among the Borrowers, the
financial institutions listed on the signature pages thereof and the
Administrative Agent. Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement.

                                    RECITALS

                  WHEREAS, Borrowers and Lenders desire to amend the Credit
Agreement to: (i) permit Holdings to issue convertible subordinated notes in an
aggregate principal amount not to exceed $125,000,000; (ii) permit Holdings and
its Subsidiaries to use the Net Securities Proceeds received from the issuance
of such convertible subordinated notes to (1) redeem the Arris New Membership
Interests from Nortel LLC and (2) under certain circumstances, to redeem shares
of Holdings Common Stock issued to and held by Nortel LLC; (iii) reduce the
Revolving Loan Commitments to $115,000,000 by terminating the Revolving Loan
Commitment of Comerica Bank; and (iv) make certain other amendments as set forth
below;


                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:


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<PAGE>

                  SECTION 1.        AMENDMENTS TO THE CREDIT AGREEMENT

                  1.1      AMENDMENTS TO SECTION 1: PROVISIONS RELATING TO
DEFINED TERMS.

                  A.       Subsection 1.1 of the Credit Agreement is hereby
amended by adding thereto the following definitions, which shall be inserted in
proper alphabetical order:

                  "ARRIS INTERCOMPANY NOTE" means the subordinated promissory
         note issued by the Company to Holdings, so long as (a) the aggregate
         principal amount of such Indebtedness does not exceed the actual amount
         required to purchase the Arris New Membership Interests pursuant to the
         terms of the Arris New Membership Interest Redemption Documents, (b)
         such Indebtedness has a final maturity no earlier than January 1, 2008,
         (c) the per annum interest rate applicable to such Indebtedness does
         not exceed the per annum interest rate payable on the Holdings
         Convertible Subordinated Notes and (d) such note is otherwise in the
         form attached hereto as Exhibit XXI.


                  "ARRIS NEW MEMBERSHIP INTEREST REDEMPTION DOCUMENTS" means the
         Nortel Letter Agreement, the Amended and Restated Arris Membership
         Agreement and the Option Agreement, in each case as the same may be
         amended, supplemented or otherwise modified from time to time in
         accordance with the terms hereof and thereof.


                  "COMERICA" means Comerica Bank.


                  "EIGHTH AMENDMENT EFFECTIVE DATE" means the date the Eighth
         Amendment to this Agreement became effective in accordance with its
         terms.


                  "EXCESS NET SECURITIES PROCEEDS" has the meaning assigned to
         that term in subsection 7.3(xx).


                  "HOLDINGS COMMON STOCK REDEMPTION DOCUMENTS" means the Nortel
         Letter Agreement and the Option Agreement, in each case as the same may
         be amended, supplemented or otherwise modified from time to time in
         accordance with the terms hereof and thereof.


                  "HOLDINGS CONVERTIBLE SUBORDINATED NOTE DOCUMENTS" means the
         Holdings Convertible Subordinated Notes and the Holdings Convertible
         Subordinated Note Indenture, in each case as the same may be amended,
         supplemented or otherwise modified from time to time in accordance with
         the terms hereof and thereof.


                  "HOLDINGS CONVERTIBLE SUBORDINATED NOTE INDENTURE" means the
         Indenture between Holdings and The Bank of New York, as Trustee, with
         respect to the Holdings Convertible Subordinated Notes, in the form
         attached hereto as Exhibit XXII, together with such changes thereto
         made prior to the issuance of the Holdings Convertible Subordinated
         Notes as are approved by the Administrative Agent and its counsel, as
         the same may thereafter be amended, supplemented or otherwise modified
         from time to time in accordance with the terms hereof and thereof.


                  "HOLDINGS CONVERTIBLE SUBORDINATED NOTES" means any
         Indebtedness of Holdings evidenced by convertible subordinated notes in
         aggregate principal amount


                                       2
<PAGE>

         equal to at least $75,000,000, so long as (a) the aggregate principal
         amount of such Indebtedness does not exceed $125,000,000, (b) such
         Indebtedness has a final maturity no earlier than January 1, 2008, (c)
         the interest rate applicable to such Indebtedness does not exceed 8.0%
         per annum, (d) such Indebtedness is not guaranteed by any direct or
         indirect Subsidiary of Holdings, (e) such Indebtedness (other than
         obligations of Holdings to the trustee for the Holdings Convertible
         Subordinated Notes pursuant to Section 7.7 of the Holdings Convertible
         Subordinated Note Indenture) is not secured by any asset of Holdings or
         any of its direct or indirect Subsidiaries, (f) such Indebtedness (or
         the documentation governing the same) shall (i) provide for payment
         blockage of all principal and interest owing thereunder on the terms
         provided in the Holdings Convertible Subordinated Note Indenture and
         the Holdings Convertible Subordinated Notes are otherwise subordinated
         to the Obligations in accordance with the Holdings Convertible
         Subordinated Note Indenture and (ii) afford Holdings and its
         Subsidiaries the ability to incur secured Indebtedness under the Loan
         Documents (on a first-Lien priority basis), and (e) the documentation
         governing such Indebtedness, including all terms and conditions of such
         Indebtedness, are in form and substance satisfactory to the
         Administrative Agent and its counsel. The issuance of the Holdings
         Convertible Subordinated Notes shall be deemed to be a representation
         and warranty by Holdings and the Borrowers that all conditions thereto
         have been satisfied in all material respects and that same is permitted
         in accordance with the terms of this Agreement, which representation
         and warranty shall be deemed to be a representation and warranty for
         all purposes hereunder, including, without limitation, Section 5.


                   "HOLDINGS STOCK REDEMPTION TERMINATION DATE" means the date
         that Holdings' option to redeem Holdings Common Stock issued to and
         held by Nortel LLC in accordance with the terms of the Nortel Letter
         Agreement shall terminate pursuant to the terms of the Nortel Letter
         Agreement.


                  "NORTEL LETTER AGREEMENT" means the letter agreement, dated
         March 11, 2003, among Holdings, Arris, Nortel LLC and Nortel Networks,
         as the same may be amended, supplemented or otherwise modified from
         time to time in accordance with the terms hereof and thereof.


                  "OPTION AGREEMENT" means the Option Agreement, dated as of
         June 7, 2002 by and among Nortel LLC, Arris and Holdings, as the same
         may be amended, supplemented or otherwise modified from time to time in
         accordance with the terms hereof and thereof.


                  B. Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting the definitions of "Change of Control", "Consolidated Senior
Leverage Ratio" and "Subordinated Indebtedness" therefrom in their entirety and
substituting the following therefor:

                  "CHANGE IN CONTROL" means any of the following:


                                       3
<PAGE>

                           (i)      any Person (other than the Permitted
                  Holders) acting in concert with one or more other Persons
                  (other than the Permitted Holders) shall have acquired
                  beneficial ownership, directly or indirectly, of Securities of
                  Holdings (or other Securities convertible into such
                  Securities) representing 30% or more of the combined voting
                  power of all Securities of Holdings entitled to vote in the
                  election of members of the Governing Body of Holdings, other
                  than Securities having such power only by reason of the
                  happening of a contingency;

                           (ii)     the Permitted Holders acting in concert with
                  one or more other Persons shall have acquired beneficial
                  ownership, directly or indirectly, of Securities of Holdings
                  (or other Securities convertible into such Securities)
                  representing 50% or more of the combined voting power of all
                  Securities of Holdings entitled to vote in the election of
                  members of the Governing Body of Holdings, other than
                  Securities having such power only by reason of the happening
                  of a contingency;

                           (iii)    the occurrence of a change in the Governing
                  Body of Holdings such that a majority of members of such
                  Governing Body are not Continuing Members;

                           (iv)     the failure at any time of Holdings to
                  legally and beneficially own and control 100% of the issued
                  and outstanding shares of capital stock of Company or the
                  failure at any time of Holdings to have the ability to elect
                  all of the Governing Body of Company;

                           (v)      the failure at any time of Company to
                  legally and beneficially own and control 100% of the issued
                  and outstanding shares of Capital Stock of all other Borrowers
                  (other than Arris) or the failure at any time of Company to
                  have the ability to elect all of the Governing Body of any
                  other Borrower (other than Arris), except as a result of a
                  merger, dissolution, liquidation, Asset Sale or other
                  disposition of such Borrower to the extent permitted under
                  Subsection 7.7(i) or 7.7(vii);

                           (vi)     the failure of Holdings and the Company to
                  legally and beneficially own and control 100% of the
                  membership interest of Arris (during the period prior to the
                  issuance of the Holdings Convertible Subordinated Notes only,
                  other than the Arris New Membership Interests) or the failure
                  at any time of Holdings and Company to have the ability to
                  elect all of the Governing Body of Arris;

                           (vii)    the occurrence of any "Change of Control" as
                  defined in the Convertible Subordinated Note Indenture; and

                           (viii)   the occurrence of any "Change of Control" as
                  defined in the Holdings Convertible Subordinated Note
                  Indenture.

                  As used herein, the term "beneficially own" or "beneficial
         ownership" shall have the meanings set forth in the Exchange Act and
         the rules and regulations promulgated thereunder.

                  "CONSOLIDATED SENIOR LEVERAGE RATIO" means, as of any date of
         determination, the ratio of (a) Consolidated Total Debt (excluding (i)
         the Convertible


                                       4
<PAGE>

         Subordinated Notes and any refinancing of the Convertible Subordinated
         Notes permitted in accordance with subsection 7.1(ix) and (ii) only to
         the extent outstanding during the applicable Fiscal Quarter which is
         the subject of this calculation, the Holdings Convertible Subordinated
         Notes) as of the last day of each of the three months in such Fiscal
         Quarter for which such determination is being made divided by three to
         (b) Consolidated EBITDA for the consecutive four Fiscal Quarters ending
         on the last day of the Fiscal Quarter for which such determination is
         being made.


                  "SUBORDINATED INDEBTEDNESS" means (i) the Convertible
         Subordinated Notes, (ii) the Holdings Convertible Subordinated Notes,
         (iii) any Indebtedness incurred in accordance with subsection 7.1(ix)
         to refinance the Convertible Subordinated Notes, (iv) any Subordinated
         Holdings Indebtedness and (v) any Indebtedness of any Borrower incurred
         from time to time and subordinated in right of payment to the
         Obligations.


                  1.2      AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF
                           COMMITMENTS AND LOANS.

                  A.       Subsection 2.4A(iii) is hereby amended by deleting
clause (c) in its entirety and substituting therefor:

                  "(c)     Prepayments and Reductions Due to Issuance of Equity
         Securities. On the date of receipt of the Net Securities Proceeds from
         the issuance of any Capital Stock of Holdings or any Subsidiary of
         Holdings or from any capital contribution to Holdings by any holder of
         Capital Stock thereof after the Closing Date, Borrowers shall prepay
         the Loans and/or the Revolving Loan Commitments shall be permanently
         reduced in an aggregate amount equal to fifty percent (50%) of such Net
         Securities Proceeds; provided, however, that no such prepayment or
         reduction of the Revolving Loan Commitments shall be required in
         connection with (i) any issuances of Capital Stock of Holdings to any
         employee, executive, director or officer of Holdings or any of its
         Subsidiaries under an incentive compensation plan in an aggregate
         amount not to exceed $10,000,000 in any Fiscal Year; (ii) issuances of
         Capital Stock of any Subsidiary of Holdings to directors of such
         Subsidiary in the extent required by applicable law; (iii) any issuance
         of Capital Stock in connection with the conversion of the Convertible
         Subordinated Notes in accordance with the terms of this Agreement; (iv)
         issuance of Capital Stock to any Loan Party by one of its Subsidiaries
         or the incurrence of any intercompany Indebtedness permitted to be
         incurred under subsection 7.1; (v) any issuance of Holdings Common
         Stock or Preferred Holdings Stock in exchange for the Arris New
         Membership Interests in connection with the Mandatory Exchange Event in
         accordance with the terms of this Agreement and the Amended and
         Restated Arris Membership Agreement; or (vi) any issuance of Holdings
         Common Stock in connection with the conversion of the Holdings
         Convertible Subordinated Notes as permitted by and otherwise in
         accordance with the Holdings Convertible Subordinated Note Indenture."

                                       5
<PAGE>

                  B.       Subsection 2.4A(iii)(d) of the Credit Agreement is
hereby amended by deleting the period at the end of such subsection and
inserting the following proviso at the end of such subsection:

                  "; provided, further, that notwithstanding anything in this
         clause (d) to the contrary, on and after the Eighth Amendment Effective
         Date, if no Event of Default or Potential Event of Default has occurred
         and is continuing or would result therefrom, Holdings and the Borrowers
         shall apply, or cause to be applied, all of the Net Securities Proceeds
         received from the issuance of the Holdings Convertible Subordinated
         Notes, first, to repay any outstanding Loans to the full extent thereof
         and, second, in accordance with subsection 6.17.

                  C.       Subsection 2.4A(iii) of the Credit Agreement is
hereby amended by adding the following clause (k) at the end of such subsection:

                  "(k) Elimination of Revolving Loan Commitment of Comerica on
         Eighth Amendment Effective Date. On the Eighth Amendment Effective
         Date, so long as no Loans are outstanding, the Revolving Loan
         Commitment of Comerica shall be reduced to zero and the aggregate
         Revolving Loan Commitments shall be reduced to $115,000,000 after
         giving effect to such reduction of the Revolving Loan Commitment of
         Comerica, in each case in accordance with the terms of the Eighth
         Amendment.

                  1.3      AMENDMENTS TO SECTION 6: BORROWERS' AFFIRMATIVE
                           COVENANTS.

                  A.       Subsection 6.16 of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting therefor
the following:

         6.16     REDEMPTION/REPAYMENT OF CONVERTIBLE SUBORDINATED NOTES.

                  Holdings and/or the Borrowers shall, within three (3) Business
         Days after the Eighth Amendment Effective Date, place in a deposit
         account (the "REDEMPTION/REPAYMENT ACCOUNT") subject to a Blocked
         Account Agreement, in such form as approved by the Administrative
         Agent, with the Administrative Agent and the banking institution
         maintaining such deposit account (providing (x) that upon the
         occurrence and during the continuation of an Event of Default, such
         deposit account is subject to the sole and exclusive control of the
         Administrative Agent and (y) subject to clause (x) above, so long as
         any Convertible Subordinated Notes are outstanding, without the prior
         written consent of Administrative Agent (as directed by Requisite
         Lenders), Borrower may only withdraw Cash from such deposit account to
         repay or redeem the Convertible Subordinated Notes) Cash sufficient to
         repay on May 15, 2003 the aggregate principal amount of all Convertible
         Subordinated Notes outstanding on such Eighth Amendment Effective Date
         and all other amounts due in connection with the Convertible
         Subordinated Notes; provided, further, that any Cash held in the
         Redemption/Repayment Account may be invested in Cash Equivalents in a
         Securities Account and the proceeds from such Securities Account may be
         deposited in a Restricted Deposit Account, so long as such Securities
         Account and


                                       6
<PAGE>

         Restricted Deposit Account are subject to Blocked Account Agreements
         that provide that so long as any Convertible Subordinated Notes are
         outstanding, any amounts in such Securities Account or Restricted
         Deposit Account may not be withdrawn by Borrower other than for deposit
         in the Redemption/Repayment Account or, in the case of such Restricted
         Deposit Account, reinvestment in Cash Equivalents credited to the
         Securities Account.

                  B.       Section 6 of the Credit Agreement is hereby amended
by adding the following subsections 6.17, 6.18 and 6.19 at the end of such
Section:

                  6.17  REDEMPTION OF ARRIS NEW MEMBERSHIP INTERESTS.

                  If at any time after the Eighth Amendment Effective Date,
         Holdings issues any Holdings Convertible Subordinated Notes as
         permitted by this Agreement, Holdings shall, promptly upon receipt of
         the Net Securities Proceeds, first, repay all Loans required to be
         repaid in accordance with subsection 2.4A(iii) and, second, cause the
         Company to purchase, all of the Arris New Membership Interests from
         Nortel LLC in accordance with the terms of the Arris New Membership
         Interest Redemption Documents and subject to the conditions set forth
         in subsection 7.3(xix). Promptly following the purchase of the Arris
         New Membership Interests from Nortel LLC, Holdings and the Company
         shall provide the Administrative Agent with evidence satisfactory to it
         that the Company has contributed all of the Arris New Membership
         Interests acquired by Company to Arris as a capital contribution on
         terms reasonably acceptable to the Administrative Agent.

                  6.18  HOLDINGS CONVERTIBLE SUBORDINATED NOTE OFFERING.

                  A. If Holdings issues any Holdings Convertible Subordinated
         Notes as permitted by and otherwise in accordance with the terms of
         this Agreement, the same shall have been consummated no later than June
         30, 2003. At the time of consummation thereof, all material consents
         and approvals of, and filings and registrations with, and all other
         actions in respect of, all governmental agencies, authorities or
         instrumentalities required in order to make or consummate such issuance
         in accordance with the requirements of the terms of the Holdings
         Convertible Subordinated Note Documents and all applicable laws shall
         be (or have been) obtained, given, filed or taken and are or will be in
         full force and effect (or effective judicial relief with respect
         thereto has been obtained). Additionally, at the time of such issuance,
         there shall not exist any judgment, order or injunction prohibiting or
         imposing material adverse conditions upon such issuance or the
         performance by Holdings and its Subsidiaries of their respective
         obligations under the Holdings Convertible Subordinated Note Documents
         therefor and in accordance with all applicable laws. The issuance of
         the Holdings Convertible Subordinated Notes shall be deemed to be a
         representation and warranty by Holdings that all conditions thereto
         specified in this subsection 6.19A have been satisfied in all material
         respects and that such issuance is permitted by and otherwise in
         accordance with the terms of this Agreement, which representation and
         warranty shall be deemed to be a representation and warranty for all
         purposes hereunder, including, without limitation, Section 5.


                                       7
<PAGE>

                  B.       On or prior to the date of the issuance of the
         Holdings Convertible Subordinated Notes as permitted in accordance with
         the terms of this Agreement:

                  (i)      The Administrative Agent shall have received from
         Holdings true and correct certified copies of (x) resolutions of the
         Board of Directors of such Person with respect to the matters set forth
         in this Section 6.18, and such resolutions shall be in form and
         substance satisfactory to the Administrative Agent and (y) the
         Organizational Documents of Arris existing after the redemption
         pursuant to subsection 7.3(xix) and any restatement thereof;

                  (ii)     The Administrative Agent shall have received from
         Troutman Sanders LLP, counsel for Loan Parties, in form and substance
         satisfactory to the Administrative Agent and its counsel, an opinion
         addressed to each Lender (or appropriate reliance letters accomplishing
         the same)1 and dated the date of the issuance of the Holdings
         Convertible Subordinated Notes, which opinions shall, in each case,
         cover such matters incident to such offering and the other transactions
         contemplated by this subsection 6.18 as the Administrative Agent may
         request and otherwise in form and substance satisfactory to the
         Administrative Agent and its counsel;

                  (iii)    The Administrative Agent shall have received true and
         correct certified copies of all Holdings Convertible Subordinated Note
         Documents, Holdings Common Stock Redemption Documents and Arris New
         Membership Interest Redemption Documents, and all terms and conditions
         thereof shall be consistent with the requirements of this Agreement and
         otherwise be in form and substance satisfactory to the Administrative
         Agent and its counsel;

                  (iv)     The Administrative Agent shall have received a
         certificate, dated the date of the issuance of the Holdings Convertible
         Subordinated Notes and signed on behalf of Holdings by an authorized
         officer of Holdings, stating that, as of the date of such issuance, (A)
         all of the conditions contained in this Section 6.18 have been
         satisfied; (B) the Holdings Convertible Subordinated Notes are being
         issued in compliance with the terms of the Credit Agreement and the
         other Loan Documents; (iii) no Event of Default or Potential Event of
         Default has occurred and is continuing; and (iv) the representations
         and warranties contained in Section 5 are true and correct (except to
         the extent such representations and warranties specifically relate to
         an earlier date, in which case they were true, correct and complete in
         all material respects on and as of such earlier date); and

                  (v)      The Administrative Agent shall have received, in form
         and substance satisfactory to the Administrative Agent, projections
         demonstrating that, after giving effect to the issuance of the Holdings
         Convertible Subordinated Notes and the use of

---------------------

(1) IF A FORM IS AVAILABLE AND APPROVED BY THE ADMINISTRATIVE AGENT, A FORM CAN
BE ATTACHED. A SUBORDINATION OPINION SIMILAR TO THE OPINION PREVIOUSLY PROVIDED
BY TROUTMAN TO THE LENDERS ON AUGUST 3, 2001 WILL BE REQUIRED.


                                       8
<PAGE>




         the proceeds therefrom, the Loan Parties shall be in compliance on a
         pro forma basis with all of the covenants set forth in Section 7 during
         the four-Fiscal Quarter period following the incurrence of such
         Indebtedness.

                  6.19  ARRIS INTERCOMPANY NOTE.

                  If at any time after the Eighth Amendment Effective Date, the
         Company becomes liable for any Indebtedness to Holdings as permitted by
         subsection 7.1(xv), the Company shall execute the Arris Intercompany
         Note in favor of Holdings evidencing the full amount of such
         Indebtedness. Promptly following the issuance of the Arris Intercompany
         Note, Holdings shall deliver to the Administrative Agent, (i) the
         executed original Arris Intercompany Note, duly endorsed and
         accompanied by a duly executed instrument of transfer or assignment, in
         form and substance reasonably satisfactory to Administrative Agent and
         (ii) a Pledge Supplement (as defined in the Security Agreement) with
         respect to such Indebtedness, each in accordance with the terms of the
         Security Agreement.

                  1.4      AMENDMENTS TO SECTION 7: BORROWERS' NEGATIVE
                           COVENANTS.

                  A.       Subsection 7.1 of the Credit Agreement is hereby
amended by (i) inserting "During the period prior to the issuance of the
Holdings Convertible Subordinated Notes only," at the beginning of clause (ix);
(ii) deleting "After" at the beginning of clause (xi) and substituting therefore
"During the period prior to the issuance of the Holdings Convertible
Subordinated Notes only, after"; and (iii) deleting the "and" at the end of
clause (xii), deleting the period at the end of clause (xiii) and substituting
therefor "; and", and inserting the following clauses (xiv) and (xv) at the end
of such subsection:

                  "(xiv) Holdings may incur Indebtedness evidenced by the
         Holdings Convertible Subordinated Notes in an aggregate principal
         amount not to exceed $125,000,000 in accordance with the terms of the
         Holdings Convertible Subordinated Note Documents and this Agreement,
         provided, that, at the time such Indebtedness is incurred, and after
         giving effect to such incurrence, no Event of Default or Potential
         Event of Default has occurred and is continuing or would result
         therefrom; and


                  (xv) In the event that Holdings issues the Holdings
         Convertible Subordinated Notes, Company may incur Indebtedness
         evidenced by the Arris Intercompany Note in an aggregate principal
         amount not to exceed the actual amount required to purchase the Arris
         New Membership Interests pursuant to the terms of the Arris New
         Membership Interest Redemption Documents; provided, that, at the time
         such Indebtedness is incurred, and after giving effect to such
         incurrence, no Event of Default or Potential Event of Default has
         occurred and is continuing or would result therefrom."


                  B.       Subsection 7.3 of the Credit Agreement is hereby
amended by deleting the "and" at the end of clause (xvii), deleting the period
at the end of clause (xiii) and substituting


                                       9
<PAGE>
therefor "; and", and inserting the following clauses (xix) and (xx) at the end
of such subsection:

                  "(xix)   On the date of issuance of the Holdings Convertible
         Subordinated Notes, so long as on such date: (i) no Event of Default of
         Potential Event of Default has occurred and is continuing or shall be
         caused as a result of such purchase and (ii) no Loans are outstanding,
         the Company may purchase the Arris New Membership Interests from Nortel
         LLC in accordance with the terms of the Arris New Membership Interest
         Redemption Documents and this Agreement for an aggregate purchase price
         not to exceed (A) the Net Securities Proceeds actually received by
         Holdings from the issuance of the Holdings Convertible Subordinated
         Notes minus (B) the amount of any repayment of the Loans required to be
         made in accordance with subsection 2.4A(iii) in connection with the
         receipt of such Net Securities Proceeds or, in the event that the Net
         Securities Proceeds received from the issuance of the Holdings
         Convertible Subordinated Notes are insufficient to purchase 100% of the
         Arris New Membership Interests in accordance with the terms of the
         Arris New Membership Interest Redemption Documents, then for an
         aggregate purchase price equal to such Net Securities Proceeds (minus
         the amount prescribed in clause (B) above) plus up to, but in no event
         exceeding, $20,000,000 in Cash so long as that after giving effect to
         such purchase, Cash Availability shall be at least $30,000,000;
         provided, that for purposes of determining Cash Availability in
         accordance with this subsection 7.3(xix), Cash Availability shall not
         include (x) Cash held in the Redemption/Repayment Account; (y) Cash
         Equivalents held in any Securities Account; and (z) proceeds from any
         Securities Account held in a Restricted Deposit Account, each in
         accordance with subsection 6.16; and

                  (xx)     Solely in the event that the Net Securities Proceeds
         received by Holdings from the issuance of the Holdings Convertible
         Subordinated Notes shall exceed the amount necessary to purchase 100%
         of the Arris New Membership Interests from Nortel LLC (such amount, the
         "EXCESS NET SECURITIES PROCEEDS") in accordance with the terms of the
         Arris New Membership Interest Redemption Documents and this Agreement,
         and only after the purchase of 100% of the Arris New Membership
         Interests in accordance with subsection 6.17, on any Business Day
         following the issuance of the Holdings Convertible Subordinated Notes,
         but before the Holdings Stock Redemption Termination Date, Holdings may
         redeem, in accordance with the terms of the Holdings Common Stock
         Redemption Documents, shares of Holdings Common Stock issued to and
         held by Nortel LLC for an aggregate redemption price not to exceed the
         Excess Net Securities Proceeds, so long as on the date of such
         redemption, (i) no Event of Default of Potential Event of Default has
         occurred and is continuing or shall be caused as a result of such
         redemption, (ii) no Loans are outstanding and (iii) after giving effect
         to such redemption, Cash Availability shall be at least $40,000,000;
         provided, that for purposes of determining Cash Availability in
         accordance with this subsection 7.3(xx), Cash Availability shall not
         include (x) Cash held in the Redemption/Repayment Account; (y) Cash
         Equivalents held in any Securities Account; and (z) proceeds from any
         Securities Account held in a Restricted Deposit Account, each in
         accordance with subsection 6.16."


                                       10
<PAGE>

                  C.       Subsection 7.5 of the Credit Agreement is hereby
amended by (i) inserting "During the period prior to the issuance of the
Holdings Convertible Subordinated Notes only," at the beginning of clause (vii);
(ii) deleting "If" at the beginning of clause (viii) and substituting therefor
"During the period prior to the issuance of the Holdings Convertible
Subordinated Notes only, if"; and (iii) deleting clauses (xi) and (xii) and
substituting therefor the following clauses (xi), (xii), (xiii), (xiv),
(xv),(xvi), (xvii), (xviii) and (xix) at the end of such subsection:

                  "(xi) On any Business Day after the Eighth Amendment Effective
         Date, Company, Arris and/or Holdings may repurchase or repay principal
         due on and redeem the Convertible Subordinated Notes and repay any
         other amounts required to be repaid in connection with such redemption
         and/or repayment, in each case in accordance with the terms of this
         Agreement, the Convertible Subordinated Notes and the Convertible
         Subordinated Note Indenture out of funds on deposit in the
         Redemption/Repayment Account, so long as on the date of such repayment
         or redemption, no Event of Default or Potential Event of Default has
         occurred and is continuing or shall be caused as a result of such
         repayment or redemption;

                  (xii) So long as no Event of Default or Potential Event of
         Default has occurred and is continuing or would result therefrom,
         Company and Arris may make Restricted Junior Payments to Holdings to
         the extent necessary to permit Holdings to redeem and/or repay the
         Convertible Subordinated Notes in accordance with clause (xi) above, so
         long as Holdings promptly applies the amount of any such Restricted
         Junior Payment for such purpose;

                  (xiii) So long as (i) no Event of Default has occurred and is
         continuing pursuant to subsection 8.1, 8.6 or 8.7, or (ii) no blockage
         notice has been delivered in accordance with the terms of the Holdings
         Convertible Subordinated Note Indenture, Company and Arris may make
         Restricted Junior Payments to Holdings to the extent necessary to
         permit Holdings to make scheduled cash interest payments (including
         Liquidated Damages (as defined in the Holdings Convertible Subordinated
         Note Indenture), if any) on the Holdings Convertible Subordinated Notes
         issued in accordance with the terms of this Agreement, so long as
         Holdings promptly applies the amount of any such Restricted Junior
         Payment for such purpose;

                  (xiv) So long as (i) no Event of Default has occurred and is
         continuing or would result therefrom, or (ii) no blockage notice has
         been delivered under the Holdings Convertible Subordinated Note
         Indenture, the Company may make scheduled cash interest payments on the
         Arris Intercompany Note to the extent required by the terms of the
         Arris Intercompany Note; provided, that the sum of (x) the aggregate
         amount of such payments made in any six-month period plus (y) the
         aggregate amount of any Restricted Junior Payments permitted to be made
         by clause (xiii) of this subsection 7.5 for the same six-month period
         shall not exceed the aggregate scheduled cash interest payments
         (including Liquidated Damages (as defined in the Holdings Convertible
         Subordinated Note Indenture), if any) on the Holdings Convertible
         Subordinated Notes required to be paid for the same six-month period;


                                       11
<PAGE>

                  (xv) So long as (i) no Event of Default has occurred and is
         continuing pursuant to subsection 8.1, 8.6 or 8.7, or (ii) no blockage
         notice has been delivered in accordance with the terms of the Holdings
         Convertible Subordinated Note Indenture, Holdings may make scheduled
         cash interest payments (including Liquidated Damages (as defined in the
         Holdings Convertible Subordinated Note Indenture), if any) on the
         Holdings Convertible Subordinated Notes issued in accordance with the
         terms of this Agreement to the extent required by the Holdings
         Convertible Subordinated Notes and the Holdings Convertible
         Subordinated Note Indenture;

                  (xvi) Holdings may exchange Holdings Convertible Subordinated
         Notes, in an aggregate principal amount not to exceed the face amount
         of the Holdings Convertible Subordinated Notes being exchanged, for
         Holdings Common Stock in accordance with the terms of the Holdings
         Convertible Subordinated Note Indenture; provided, that no other
         consideration is paid by Holdings or any of its Subsidiaries in
         connection with such exchange other than cash in lieu of fractional
         shares of Holdings Common Stock in accordance with clause (xvii) below;

                  (xvii) So long as no Event of Default or Potential Event of
         Default has occurred and is continuing or would result therefrom,
         Holdings may make Restricted Junior Payments in connection with the
         payment of cash in lieu of fractional shares of Holdings Common Stock
         pursuant to clause (xvi) above and to the extent required under the
         Holdings Convertible Subordinated Note Indenture;

                  (xviii) So long as (i) no Event of Default or Potential Event
         of Default has occurred and is continuing or would result therefrom and
         (ii) no Loans are outstanding, Holdings may redeem or otherwise acquire
         Holdings Common Stock issued to and held by Nortel LLC to the extent
         permitted by and otherwise in accordance with subsection 7.3(xx); and

                  (xix) So long as (i) no Event of Default or Potential Event of
         Default has occurred and is continuing or would result therefrom and
         (ii) no Loans are outstanding, the Company may purchase the Arris New
         Membership Interests to the extent permitted by and otherwise in
         accordance with the terms of subsection 7.3(xix) provided that upon
         such purchase clause (vii) of this subsection 7.5 shall no longer
         apply."

                  D.       Subsection 7.7 of the Credit Agreement is hereby
amended by deleting the "and" at the end of clause (xi), deleting the period at
the end of clause (xii) and substituting therefor "; and", and inserting the
following clause (xiii) at the end of such subsection:

                  "(xiii) Holdings may authorize and issue the Holdings
         Subordinated Convertible Notes pursuant to the terms of the Holdings
         Subordinated Convertible Note Indenture and this Agreement and may
         authorize and issue shares of Holdings Common Stock as and to the
         extent required for any conversion of the Holdings Subordinated
         Convertible Notes pursuant to the Holdings Subordinated Convertible
         Notes and the Holdings Subordinated Convertible Note Indenture.

                                       12
<PAGE>

                  E.       Subsection 7.9 of the Credit Agreement is hereby
amended by deleting the "and" at the end of clause (v), deleting the period at
the end of clause (vi) and inserting the following clauses (vii) and (viii) at
the end of such subsection:

                  ", (vii) the purchase of the Arris New Membership Interests
         from Nortel LLC to the extent permitted by and otherwise in accordance
         with the terms of this Agreement and (viii) the redemption by Holdings
         of Holdings Common Stock issued to and held by Nortel LLC to the extent
         permitted by and otherwise in accordance with the terms of this
         Agreement."

                  F.       Subsection 7.12 of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting therefor
the following:

                  "7.12    AMENDMENTS OR WAIVERS OF CERTAIN AGREEMENTS;
                           AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED
                           INDEBTEDNESS.

                  A.       AMENDMENTS OR WAIVERS OF CERTAIN AGREEMENTS. Neither
         Holdings, any Borrower nor any their respective Subsidiaries will agree
         to any amendment to, or waive any of its rights under (i) any
         Reorganization Document (other than the Amended and Restated Arris
         Membership Agreement which is otherwise subject to clause (v)(y)
         below), Mexican Intercompany Security Document or Tax Abatement
         Transaction Document after the Closing Date; (ii) any Cadant
         Acquisition Document after the First Amendment Effective Date; (iii)
         any Keptel Sale Document after the closing of the Third Amendment to
         this Agreement; (iv) any Actives Division Sale Document after the
         closing of the Sixth Amendment to this Agreement; or (v) after the
         Eighth Amendment Effective Date, (x) any Holdings Common Stock
         Redemption Document, the Nortel Letter Agreement, the Option Agreement,
         the Settlement and Release Agreement, and the Arris Intercompany Note
         and, (y) only to the extent such amendment or waiver of rights
         adversely affects the rights of the Lenders, the Amended and Restated
         Arris Membership Agreement, without, in each case, obtaining the prior
         written consent of Requisite Lenders to such amendment or waiver.

                  B.       AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED
         INDEBTEDNESS. Except as permitted by subsection 7.1(viii) or 7.1(ix),
         neither Holdings nor any Borrower shall, and each shall not permit any
         of their respective Subsidiaries to, amend or otherwise change the
         terms of any Subordinated Indebtedness, or make any payment consistent
         with an amendment thereof or change thereto, if the effect of such
         amendment or change is to increase the interest rate on such
         Subordinated Indebtedness, change (to earlier dates) any dates upon
         which payments of principal or interest are due thereon, change any
         event of default or condition to an event of default with respect
         thereto (other than to eliminate any such event of default or increase
         any grace period related thereto), change the redemption, prepayment or
         defeasance provisions thereof, change the subordination provisions
         thereof (or of any guaranty thereof), or change any collateral therefor
         (other than to release such collateral), or if the effect of such
         amendment or change, together with all other amendments or changes
         made, is to increase materially the obligations of the


                                       13
<PAGE>

         obligor thereunder or to confer any additional rights on the holders of
         such Subordinated Indebtedness (or a trustee or other representative on
         their behalf) which would be adverse to Holdings, any Borrower, any of
         their respective Subsidiaries or Lenders; provided, however, that
         Holdings and the Company may amend the Convertible Subordinated Note
         Indenture to provide for the Subordinated Holdings Guaranty, pursuant
         to documentation in form and substance reasonably satisfactory to the
         Administrative Agent."

                  G.       Section 7 of the Credit Agreement is hereby amended
by adding the following subsection 7.16 at the end of such subsection:

                  "7.16 DESIGNATED SENIOR DEBT. Holdings shall not designate any
         Indebtedness (or related interest obligations) as Senior Indebtedness
         (as such term is defined in the Holdings Convertible Subordinated Note
         Indenture), except for the Obligations."

                  1.5      AMENDMENTS TO SECTION 8: EVENTS OF DEFAULT.

                  A.       Subsection 8.3 of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting therefor
the following:

                  "8.3     BREACH OF CERTAIN COVENANTS.

                  Failure of Holdings or any Borrower to perform or comply with
         any applicable term or condition contained in subsection 2.5, 6.2,
         6.14, 6.15 or 6.17 or Section 7 of this Agreement; or"

                  B.       Subsection 8.13 of the Credit Agreement is hereby
amended by deleting part (b) of clause (i) of such subsection in its entirety
and substituting the following therefor:

                  "(b) entering into and performing its obligations under and in
         accordance with the Subordinated Holdings Guaranty, Holdings Comdisco
         Guaranty, Cadant Acquisition Documents, the Holdings Common Stock
         Redemption Documents, the Arris New Membership Interest Documents, the
         Holdings Convertible Subordinated Note Documents, Arris Intercompany
         Note, Loan Documents or Reorganization Documents to which it is a
         party, or"

                  1.6      AMENDMENT TO SECTION 10: MISCELLANEOUS.

                  A.       Subsection 10.7 of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting therefor
the following:

                  10.7  OBLIGATIONS DESIGNATED SENIOR DEBT.

                  A.       Company hereby acknowledges and agrees that the
         Obligations are and designates the Obligations as Designated Senior
         Debt (as such term is defined in the Convertible Subordinated Note
         Indenture) and Designated Senior Indebtedness (as such term is used in
         the Convertible Subordinated Note Indenture).


                                       14
<PAGE>

                  B.       Holdings hereby acknowledges and agrees that the
         Obligations are and designates the Obligations as Designated Senior
         Debt (as such terms is defined in the Holdings Convertible Subordinated
         Note Indenture) and Senior Indebtedness (as such term is used in the
         Holdings Convertible Subordinated Note Indenture).


                  SECTION 2.        TERMINATION OF REVOLVING LOAN COMMITMENT OF
                                    COMERICA BANK.

                  The Borrowers and Lenders acknowledge and agree that on the
Eighth Amendment Effective Date, so long as no Loans are outstanding, (w) the
Revolving Loan Commitment of Comerica shall terminate, (x) Comerica shall
relinquish its rights (other than any rights which survive the termination of
the Credit Agreement under subsection 10.10B of the Credit Agreement) under the
Credit Agreement, (y) Comerica shall be released from its obligations under the
Credit Agreement and shall cease to be a party thereto and (z) the aggregate
Revolving Loan Commitments shall be reduced to $115,000,000 after giving effect
to such termination.

                  As of the date hereof, the amount of each Revolving Lender's
Revolving Loan Commitment is set forth opposite its name on Schedule 1
annexed hereto.

                  SECTION 3.        BORROWERS' REPRESENTATIONS AND WARRANTIES

                  In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Holdings and Borrowers
represent and warrant to each Lender that the following statements are true,
correct and complete:


                  A.       CORPORATE POWER AND AUTHORITY. Holdings and each
Borrower have all requisite corporate power and authority to enter into this
Amendment, and perform their respective obligations under, the Credit Agreement
as amended by this Amendment (the "AMENDED AGREEMENT").

                  B.       AUTHORIZATION OF AGREEMENTS. The execution and
delivery of this Amendment and the performance of the Amended Agreement have
been duly authorized by all necessary corporate action on the part of Holdings
and each Borrower.

                  C.       NO CONFLICT. The execution and delivery by Holdings
and Borrowers of this Amendment and the performance by Holdings and Borrowers of
the Amended Agreement do not and will not (i) violate any provision of any law
or any governmental rule or regulation applicable to Holdings or any Borrower or
any of their respective Subsidiaries, the Certificate or Articles of
Incorporation or Bylaws or Certificate of Formation or Operating Agreement, as
applicable, of Holdings or any Borrower or any of their respective Subsidiaries
or any order, judgment or decree of any court or other agency of government
binding on Holdings, any Borrower or any of their respective Subsidiaries, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of Holdings, any
Borrower or any of their respective Subsidiaries, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or


                                       15
<PAGE>

assets of Holdings, any Borrower or any of their respective Subsidiaries (other
than Liens created under any of the Loan Documents in favor of the
Administrative Agent on behalf of Lenders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of Holdings or any Borrower or any of their respective Subsidiaries.

                  D.       GOVERNMENTAL CONSENTS. The execution and delivery by
Holdings and each Borrower of this Amendment and the performance by Holdings and
the Borrowers of the Amended Agreement and the transactions contemplated by this
Amendment do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.

                  E.       BINDING OBLIGATION. This Amendment and the Amended
Agreement have been duly executed and delivered by Holdings and each Borrower
and is the legally valid and binding obligations of Holdings and the Borrowers,
enforceable against such Persons in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.

                  F.       INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM
CREDIT AGREEMENT. The representations and warranties contained in Section 5 of
the Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Eighth Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.


                  G.       ABSENCE OF DEFAULT. No event has occurred and is
continuing or will result from the consummation of the transactions contemplated
by this Amendment that would constitute an Event of Default or a Potential Event
of Default.


                  SECTION 4.        ACKNOWLEDGEMENT AND CONSENT

                   Holdings, each Borrower and each Subsidiary Guarantor hereby
acknowledges that such Loan Party has read this Amendment and consents to the
terms hereof and further hereby confirms and agrees that, notwithstanding the
effectiveness of this Amendment, the obligations of such Loan Party under each
of the Loan Documents to which such Loan Party is a party shall not be impaired
and each of the Loan Documents to which such Loan Party is a party are, and
shall continue to be, in full force and effect and are hereby confirmed and
ratified in all respects.

                  Holdings and each Subsidiary Guarantor acknowledges and agrees
that (i) notwithstanding the conditions to effectiveness set forth in this
Amendment, such Loan Party is not required by the terms of the Credit Agreement
or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement,
this Amendment or any other Loan Document shall be


                                       16
<PAGE>

deemed to require the consent of such Loan Party to any future amendments to the
Credit Agreement.


                  SECTION 5.        MISCELLANEOUS

                  A.       REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS.

                  (i)      On and after the Eighth Amendment Effective Date,
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Amended Agreement.

                  (ii)     Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.

                  (iii)    The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy of the
Administrative Agent or any Lender under, the Credit Agreement or any of the
other Loan Documents.

                  B.       FEES AND EXPENSES. Company acknowledges that all
costs, fees and expenses as described in subsection 10.2 of the Credit Agreement
incurred by Agents and their counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Borrowers.

                  C.       HEADINGS. Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

                  D.       APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                  E.       COUNTERPARTS; EFFECTIVENESS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment shall become
effective upon (i) receipt by the Administrative Agent of an amendment fee equal
to $150,000 to be


                                       17
<PAGE>

distributed among each Lender that has executed and delivered a counterpart of
this Amendment (other than Comerica), in proportion to the amount of each such
Lender's Revolving Loan Exposure to the aggregate amount of the Revolving Loan
Exposure of all such Lenders, in each case after giving effect to Section 2 of
this Amendment; (ii) the execution of a counterpart hereof by each of the
Borrowers, each of the Subsidiary Guarantors, Holdings and each Lender and
receipt by Company and the Administrative Agent of written or telephonic
notification of such execution and authorization of delivery; and (iii) payment
to O'Melveny & Myers LLP, counsel to the Administrative Agent, of all
outstanding legal fees and expenses for services provided to the Administrative
Agent to date in connection with the Credit Agreement (including, but not
limited, to this Amendment).



                  [Remainder of page intentionally left blank]


                                       18
<PAGE>



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


HOLDINGS:                          ARRIS GROUP, INC.


                                   By:
                                        ---------------------------------------
                                         Name:    Lawrence A. Margolis
                                         Title:   Vice President, Chief
                                                  Financial Officer & Secretary


COMPANY:                           ARRIS INTERNATIONAL, INC.


                                   By:
                                        ---------------------------------------
                                         Name:    Lawrence A. Margolis
                                         Title:   Executive Vice President,
                                                  Chief Financial Officer &
                                                  Secretary


ARRIS:                             ARRIS INTERACTIVE L.L.C.


                                   By:
                                        ---------------------------------------
                                         Name:    Lawrence A. Margolis
                                         Title:   Executive Vice President


SUBSIDIARIES OF COMPANY:           ANTEC ASSET MANAGEMENT COMPANY


                                   By:
                                        ---------------------------------------
                                         Name:   Lawrence A. Margolis
                                         Title:  President


                                   ANTEC LICENSING COMPANY


                                   By:
                                        ---------------------------------------
                                         Name:   Lawrence A. Margolis
                                         Title:  President


                                      S-1
<PAGE>

                                   TEXSCAN CORPORATION


                                   By:
                                        ---------------------------------------
                                         Name: Lawrence A. Margolis
                                         Title: Chairman of the Board


                                   ELECTRONIC CONNECTOR CORPORATION OF ILLINOIS


                                   By:
                                        ---------------------------------------
                                         Name: Lawrence A. Margolis
                                         Title: Vice President


                                   POWER GUARD, INC.


                                   By:
                                        ---------------------------------------
                                         Name: Lawrence A. Margolis
                                         Title: Vice President


                                   ELECTRONIC SYSTEM PRODUCTS INC.


                                   By:
                                        ---------------------------------------
                                         Name: Lawrence A. Margolis
                                         Title: Vice President


                                   KEPTEL, INC.


                                   By:
                                        ---------------------------------------
                                         Name: Lawrence A. Margolis
                                         Title: Vice President


                                      S-2
<PAGE>




SUBSIDIARY GUARANTORS,
for purposes of Section 4 only,    TEXSCAN DE MEXICO, S.A. DE C.V.


                                   By:
                                        ---------------------------------------
                                         Name: Lawrence A. Margolis
                                         Title: Chairman


                                   KEPTEL DE MEXICO S.A. DE C.V.


                                   By:
                                        ---------------------------------------
                                         Name: Lawrence A. Margolis
                                         Title: Chairman


                                   ANTEC INTERNATIONAL CORPORATION


                                   By:
                                        ---------------------------------------
                                         Name: Lawrence A. Margolis
                                         Title: Director



                                      S-3
<PAGE>



LENDERS:                           THE CIT GROUP/BUSINESS CREDIT, INC.,
                                   individually and as Administrative Agent,
                                   Collateral Agent and Syndication Agent


                                   By:
                                        ---------------------------------------
                                         Name:
                                         Title:








                                      S-4
<PAGE>


                                   BANK ONE, NA, as successor in interest of
                                   American National Bank and Trust Company of
                                   Chicago


                                   By:
                                        ---------------------------------------
                                         Name:
                                         Title:



                                      S-5
<PAGE>


For purposes of Section 1.2C and
Section 2 only,                    COMERICA BANK


                                   By:
                                        ---------------------------------------
                                         Name:
                                         Title:



                                      S-6
<PAGE>


                                   CONGRESS FINANCIAL CORPORATION (SOUTHERN)


                                   By:
                                        ---------------------------------------
                                         Name:
                                         Title:





                                      S-7
<PAGE>


                                   FLEET CAPITAL CORPORATION


                                   By:
                                        ---------------------------------------
                                         Name:
                                         Title:




                                      S-8
<PAGE>


                                   GMAC COMMERCIAL CREDIT LLC


                                   By:
                                        ---------------------------------------
                                         Name:
                                         Title:



                                      S-9
<PAGE>


                                   SCHEDULE 1




<TABLE>
<CAPTION>
                                                                              PRO RATA
LENDER                                           COMMITMENT                     SHARE
------                                           ----------                  ---------
<S>                                          <C>                             <C>
The CIT Group/Business Credit, Inc.          $    22,500,000.00              19.5652%

Bank One, NA                                 $    22,500,000.00              19.5652%

Congress Financial Corporation
(Southern)                                   $    25,000,000.00              21.7391%
Fleet Capital Corporation                    $    22,500,000.00              19.5652%
GMAC Commercial Credit LLC                   $    22,500,000.00              19.5652%

                                             ==================             ========
                                             $   115,000,000.00                  100%
</TABLE>




                                      S-10
<PAGE>


                                                                     Exhibit XXI



                         Form of Arris Intercompany Note



         See attached.




                                      S-2
<PAGE>



                                                                    Exhibit XXII



            Form of Holdings Convertible Subordinated Note Indenture



         See attached.


                                      S-3