lh8k610_1.htm


     

     

    Exhibit 10.1

     

     

    
      


       

      FORM OF PURCHASE
AGREEMENT

       

      This
Purchase Agreement (this “Agreement”) is made
and entered into as of this _____ day of March, 2009, by and between
________________________ (the “Holder”), and
CommScope, Inc., a Delaware corporation (the “Company”).

       

      RECITALS

       

      WHEREAS,
the Company desires to issue and sell to the Holder $__________ principal amount
of the Company’s 3.5% Convertible Senior Subordinated Debentures due 2024 (the
“New
Debentures” or the “3.5% Debentures”) at
a purchase price of $1,000 per $1,000 principal amount of New
Debentures;

      


      WHEREAS,
the Holder desires to purchase $__________ principal amount of New Debentures at
a purchase price of $1,000 per $1,000 principal amount of New Debentures on the
terms and conditions set forth in this Agreement (the “Sale of New
Debentures” or the “Transaction”);

      


      WHEREAS,
the 3.5% Debentures will be issued pursuant to the Indenture, to be entered into
by the Company and the Trustee named therein (the “Indenture”),
substantially in the form of Exhibit A attached
hereto;

      


      NOW,
THEREFORE, in consideration of the premises and the agreements set forth below,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

      


      ARTICLE
I

      Sale
of Debentures

      


       

      Section
1.1    Sale of the 3.5%
Debentures.  Upon the terms and subject to the conditions of
this Agreement, at the Closing, the Company shall sell to the Holder, and the
Holder agrees to purchase from the Company, the $_________ aggregate principal
amount of New Debentures at a purchase price of $1,000 per $1,000 principal
amount thereof (the “Purchase
Price”).

       

      Section
1.2    Closing. The closing
of the Transaction (the “Closing”) is
anticipated to take place on the fifth business day (March 19, 2009) after the
date hereof at the offices of the Company, 1100 CommScope Place SE, Hickory,
North Carolina 28603, or on such other date and at such other place as the
parties may agree in writing (the “Closing Date”). At
the Closing, with regard to the sale of New Debentures, (A) the Holder shall
deliver or cause to be delivered to the Company the Purchase Price in cash by
wire transfer of immediately available funds and (B) the Company shall issue to
the Holder the New Debentures.

       

      Section
1.3    Conditions to
Closing. (i) The obligation of the Holder hereunder to consummate the
Transaction at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these
conditions are for the Holder’s sole benefit and may be waived by the Holder at
any time in its sole discretion by providing the Company with prior written
notice thereof:

       

      (a)   
The Company shall have executed and delivered this Agreement to
Holder;

       

      (b)   
The Company and the Trustee shall have executed and delivered the
Indenture;

       

      (c)   
The Company shall have executed and delivered the 3.5% Debentures in the
aggregate principal amount set forth in Section 1.1;

       

      (d)   
The Company shall have submitted a subsequent listing application for the
shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”) issuable upon conversion of the 3.5% Debentures with The New York Stock
Exchange prior to the Closing Date;

       

      (e)   
The Company shall have delivered to the Holder, Lazard Frères & Co.
LLC and Lazard Capital Markets LLC a certificate of the Company, dated the
Closing Date, executed by the secretary of the Company certifying in such
capacity and on behalf of the Company (i) as to the incumbency and signature of
the officer of the Company who executed this Agreement and the 3.5% Debentures;
and (ii) as to the adoption of resolutions of the board of directors of the
Company (and the pricing committee thereof) which are in full force and effect
on the Closing Date, authorizing (x) the execution and delivery of this
Agreement, the Indenture and the 3.5% Debentures; and (y) the performance of the
obligations of the Company hereunder and thereunder;

       

      (f)   
The Company shall have delivered to the Holder, Lazard Frères & Co.
LLC and Lazard Capital Markets LLC a certificate of the Chief Executive Officer
or Chief Financial Officer of the Company, dated the Closing Date, to the effect
that the representations and warranties of the Company in this Agreement that
are qualified as to materiality are true and correct as so qualified and the
representations and warranties of the Company in this Agreement that are not so
qualified are true and correct in all material respects, in each case on
and as of the Closing Date with the same effect as if made on the Closing Date
and that the Company has in all material respects complied with all the
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;

       

      (g)   
Simultaneously with the Closing, the Company shall issue an aggregate
principal amount of 3.5% Debentures that, together with debentures issued to
Other Holders (as defined below) is not less than $75,000,000;

       

      (h)   
Subsequent to the execution and delivery of this Agreement and prior to
the Closing Date, there shall have been no suspension or material limitation of
trading in the Common Stock on The New York Stock Exchange;

       

      (i)   
The Company shall have obtained a Committee on Uniform Securities
Identification Procedures number (CUSIP number) for the 3.5%
Debentures;

       

      (j)   
The 3.5% Debentures shall be eligible for clearance and settlement
through The Depository Trust Company (“DTC”);

       

      (k)   
The 3.5% Debentures satisfy the requirements set forth in Rule 144A(d)(3)
under the Securities Act; and

       

      (l)   
The Company shall have delivered to the Holder, Lazard Frères & Co.
LLC and Lazard Capital Markets LLC the opinion of Fried, Frank, Harris, Shriver
& Jacobson LLP, dated as of the Closing Date, in substantially the form of
Exhibit B-1
attached hereto and the opinion of Robinson, Bradshaw & Hinson, P.A., in
substantially the form of Exhibit B-2 attached
hereto, which opinions may contain reasonable and customary preambles,
qualifications and exceptions.

       

      (ii)    The
obligation of the Company hereunder to consummate the Transaction at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the
following conditions, provided that these conditions are for the Company’s sole
benefit and may be waived by the Company at any time in its sole discretion by
providing the Holder with prior written notice thereof:

       

      (a)   The
Holder shall have executed and delivered to the Company this
Agreement;

       

      (b)   The
Holder shall have delivered, or caused to be delivered, to the Company the
Purchase Price for the New Debentures, in accordance with the written
instructions of the Company;

       

      (c)    The
representations and warranties of the Holder in this Agreement that are
qualified as to materiality are true and correct as so qualified and the
representations and warranties of the Holder in this Agreement that are not so
qualified are true and correct in all material respects, in each case on and as
of the Closing Date with the same effect as if made on the Closing Date and that
the Holder shall have in all material respects complied with all the agreements
and satisfied all the conditions on its part to be performed or satisfied at or
prior to the Closing Date; and

       

      (d)    Simultaneously
with the Closing, the Company shall issue an aggregate principal amount of 3.5%
Debentures that, together with debentures issued to Other Holders, is not less
than $75,000,000.

       

      Section
1.4    Sale of Additional
Debentures.  Simultaneously with the Closing, the Company may
issue New Debentures pursuant to one or more Other Agreements, subject to the
terms of the Indenture, with one or more Other Holders and/or any new
Holders.

       

      ARTICLE
II

      Representations
and Warranties of the Holder

       

      The Holder hereby makes the following
representations and warranties to the Company, Lazard Frères & Co. LLC and
Lazard Capital Markets LLC, each of which is true and correct on the date hereof
and shall survive the Closing Date and the Transaction to the extent set forth
herein.

      


      Section
2.1    Existence and
Power.

       

      (a)   
The Holder is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization and has the power, authority
and capacity to execute and deliver this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated hereby.

       

      (b)   
The execution of this Agreement by the Holder and the consummation by the
Holder of the transactions contemplated hereby do not and will not constitute or
result in a breach, violation or default under any note, bond, mortgage, deed,
indenture, lien, instrument, contract, agreement, lease or license to which the
Holder is a party, whether written or oral, express or implied, or the Holder’s
formation documents or any statute, law, ordinance, decree, order, injunction,
rule, directive, judgment or regulation of any court, administrative or
regulatory body, governmental authority, arbitrator, mediator or similar body on
the part of the Holder or on the part of any other party thereto or cause the
acceleration or termination of any obligation or right of the Holder, except for
such breaches, violations or defaults which would not reasonably be expected to,
individually or in the aggregate, have a material adverse effect on the ability
of the Holder to perform its obligations hereunder.

       

      Section
2.2     Valid and Enforceable
Agreement; Authorization. This Agreement has been duly executed and
delivered by the Holder and constitutes a valid and binding obligation of the
Holder, enforceable against the Holder in accordance with its terms, except that
such enforcement may be subject to (a) bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting or relating to enforcement of
creditors' rights generally, and (b) general principles of equity.

       

      Section
2.3    [Reserved].

       

      Section
2.4    General
Solicitation.  The Holder is not purchasing or acquiring the
3.5% Debentures as a result of any advertisement, article, notice or other
communication regarding the 3.5% Debentures published in any newspaper, magazine
or similar media, broadcast over television or radio, disseminated over the
Internet or presented at any seminar or any other general solicitation or
general advertising (within the meaning of Regulation D (“Regulation D”) under
the Securities Act of 1933, as amended (the “Securities Act”)).

       

      Section
2.5    Investment Decision.
The Holder is either (i) a “qualified institutional buyer” within the meaning of
Rule 144A under the Securities Act and an “accredited investor” within the
meaning of Rule 501 of Regulation D or (ii) an “accredited investor” within the
meaning of Rule 501 of Regulation D, and in either case was not organized for
the purpose of acquiring the 3.5% Debentures or the shares of the Company's
Common Stock into which the 3.5% Debentures may be converted (the “Underlying Common
Stock”). The Holder (or its authorized representative) is familiar with
the Company's objectives and business plan, has had the opportunity to review
the Company's filings with the Securities and Exchange Commission (the “SEC”), including,
without limitation, the Company's Annual Report on Form 10-K filed on February
26, 2009 and the Company’s Current Reports on Form 8-K filed on January 21,
2009, February 13, 2009, February 18, 2009 and March 3, 2009 (all of such
filings with the SEC referred to, collectively, as the “SEC
Documents”).  The Holder has reviewed copies of the Indenture,
including a copy of the Indenture marked to show the differences between the
Indenture and that certain indenture, dated as of March 24, 2004, by and between
the Company and U.S. Bank National Association, as trustee (as successor trustee
to Wachovia Bank, National Association), related to the Company’s 1.00%
Convertible Senior Subordinated Debentures due 2024 (the “Outstanding
Debentures”), and has had an opportunity to ask questions of the Company
and to obtain from representatives of the Company such information as is
necessary to determine the changes reflected in each such document, including
the changes to the terms of the 3.5% Debentures compared with the Outstanding
Debentures.  The Holder has had such opportunity to ask questions of
the Company and its representative and to obtain from representatives of the
Company such information as is necessary to permit it to evaluate the merits and
risks of its investment in the Company and has independently, without reliance
upon any representatives of the Company and based on such information as the
Holder deemed appropriate, made its own analysis and decision to enter into this
Agreement. The Holder has had the opportunity to consult with its accounting,
tax, financial and legal advisors to be able to evaluate the risks involved in
the purchase of the New Debentures pursuant hereto and to make an informed
investment decision with respect to such purchase. The Holder acknowledges that
the Company is relying on the truth and accuracy of the foregoing
representations and warranties in the offering of the 3.5% Debentures to the
Holder without having first registered the 3.5% Debentures or the Underlying
Common Stock under the Securities Act.

       

      Section
2.6    Experience of
Holder.  The Holder, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the 3.5% Debentures, and has so evaluated the
merits and risks of such investment.  Such Holder understands that it
must bear the economic risk of this investment in the 3.5% Debentures
indefinitely, and is able to bear such risk and is able to afford a complete
loss of such investment.

       

      Section
2.7    Entirely for Own
Account.  The Holder is acquiring the 3.5% Debentures for
investment purposes for its own account and not towards, or for resale in
connection with, the public sale or distribution of all or any part thereof, and
the Holder has no present intention of selling, granting any participation in,
or otherwise distributing the 3.5% Debentures, except pursuant to sales
registered or exempted under the Securities Act; provided, however that by
making the representations and warranties herein, the Holder does not agree to
hold any of such 3.5% Debentures for any minimum or other specific term and
reserves the right to dispose of such 3.5% Debentures or the Underlying Common
Stock at any time in accordance with or pursuant to a registration statement or
an exemption under the Securities Act and pursuant to the applicable terms of
this Agreement.  The Holder is acquiring the 3.5% Debentures to be
issued to the Holder hereunder in the ordinary course of its
business.  The Holder does not presently have any understanding,
directly or indirectly, with any person to distribute any of the 3.5% Debentures
to be issued to the Holder hereunder.

       

      Section
2.8    No Legal, Tax or Investment
Advice.  The Holder understands and agrees that nothing in this
Agreement or any other materials presented by or on behalf of the Company to the
Holder in connection with the Transaction constitutes legal, tax or investment
advice.  Such Holder has consulted such legal, tax and investment
advisors as it, in its sole discretion, has deemed necessary or appropriate in
con­nection with its purchase of the 3.5% Debentures.  Such Holder
understands that Lazard Frères & Co. LLC and Lazard Capital Markets LLC make
no representation or warranty with regard to the merits of this transaction or
as to the accuracy of any information such Holder may have received in
connection therewith.  Such Holder acknowledges that it has not relied
on any information or advice furnished by or on behalf of Lazard Frères &
Co. LLC or Lazard Capital Markets LLC.

       

      Section
2.9    Illegal
Transactions.  The Holder has not, directly or indirectly, and
no person acting on behalf of or pursuant to any understanding with the Holder
has, engaged in any transactions in the securities of the Company (including,
without limitation, any Short Sales (as defined below) involving any of the
Company's securities) since the time that such Holder was first contacted by
either the Company, Lazard Frères & Co. LLC or Lazard Capital Markets LLC or
any other person regarding an investment in the Company.  Such Holder
covenants that neither it nor any person acting on its behalf or pursuant to any
understanding with such Holder will engage, directly or indirectly, in any
transactions in the securities of the Company (including Short Sales) prior to
the time the transactions contemplated by this Agreement are publicly
disclosed.

       

      “Short
Sales” include, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Securities Exchange Act of 1934, as
amended, and all types of direct and indirect stock pledges, forward sale
contracts, options, puts, calls, short sales, swaps, derivatives and similar
arrangements (including on a total return basis), and sales and other
transactions through non-U.S. broker-dealers or foreign regulated
brokers.

       

      Section
2.10    Restricted
Securities.  The Holder understands that neither the 3.5%
Debentures nor the Underlying Common Stock have been registered under the
Securities Act, and are being issued hereunder by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of
the Holder's representations and warranties as expressed herein. The Holder
understands that the 3.5% Debentures (and the Underlying Common Stock) are
“restricted securities” under applicable U.S. federal and state securities laws
and that, pursuant to these laws, the Holder must hold the 3.5% Debentures (and
the Underlying Common Stock) indefinitely unless they are registered with the
SEC and qualified by state authorities, or an exemption from such registration
and qualification requirements is available. The Holder further acknowledges
that if an exemption from registration or qualification is available, it may be
conditioned on various requirements including, but not limited to, the time and
manner of sale, the holding period for the 3.5% Debentures (and the Underlying
Common Stock), and on requirements relating to the Company which may be outside
the Holder's control, and which the Company is under no obligation and may not
be able to satisfy.

       

      Section
2.11    No Public
Market.  The Holder understands that no public market now
exists for the 3.5% Debentures, and that the Company has made no assurance that
a public market will ever exist for the 3.5% Debentures.

       

      Section
2.12    Legends.  The
Holder understands that the 3.5% Debentures and any shares of Underlying Common
Stock will bear one or more of the legends required by the Indenture, and the
removal of such legends shall be governed by the terms of the
Indenture.

       

      Section
2.13    Affiliate
Status.  Neither the Holder nor any of its affiliates is an officer,
director or a “beneficial owner” (as defined for purposes of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of more than
10% of the shares of Common Stock.  Neither Holder nor any of its
affiliates is, (a) effecting or seeking, offering or proposing (whether publicly
or otherwise) to effect, or cause or participate in or in any way assist any
other person to effect or seek, offer or propose (whether publicly or otherwise)
to effect or participate in, (i) any material acquisition of any securities (or
beneficial ownership thereof) or assets of the Company or any of its
subsidiaries out of the ordinary course of business, (ii) any tender or exchange
offer, merger or other business combination involving the Company or any of its
subsidiaries, (iii) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the Company or
any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms
are used in the proxy rules of the Securities and Exchange Commission) or
consents to vote any voting securities of the Company; (b) forming, joining or
in any way participating in a “group” (as defined under the Exchange Act) with
respect to the Company with respect to the matters set forth in (a) above; (c)
otherwise acting, alone or in concert with others, to seek to control or
influence the management, Board of Directors or policies of the Company; or (d)
entering into any discussions or arrangements with any third party with respect
to any of the foregoing. The Holder is not, and has not been during the
preceding three months, an “affiliate” of the Company as such term is defined in
Rule 144 under the Securities Act.

      


       

      ARTICLE
III

      Representations,
Warranties and Covenants of the Company

       

      The Company hereby makes the following
representations, warranties, and covenants to the Holder, Lazard Frères &
Co. LLC and Lazard Capital Markets LLC, each of which is true and correct on the
date hereof and shall survive the Closing Date and the Transaction to the extent
set forth herein.


      


      Section 3.1  
 Existence
and Power.

       

      (a)   
The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the power, authority
and capacity to execute and deliver this Agreement, to perform the Company's
obligations hereunder, and to consummate the transactions contemplated
hereby.

       

      (b)   
The execution of this Agreement by the Company and the consummation by
the Company of the transactions contemplated hereby (i) do not require the
consent, approval, authorization, order, registration or qualification of, or
filing with, any governmental authority or court, or body or arbitrator having
jurisdiction over the Company other than state securities regulators, The New
York Stock Exchange, The Depository Trust Company and The PORTAL Market; and
(ii) do not and will not constitute or result in a breach, violation or default
under any note, bond, mortgage, deed, indenture, lien, instrument, contract,
agreement, lease or license, whether written or oral, express or implied, or
with the Company's amended and restated certificate of incorporation or by-laws,
or any statute, law, ordinance, decree, order, injunction, rule, directive,
judgment or regulation of any court, administrative or regulatory body,
governmental authority, arbitrator, mediator or similar body on the part of the
Company or on the part of any other party thereto or cause the acceleration or
termination of any obligation or right of the Company or any other party
thereto, except, in the case of clause (ii) hereof (x) for such breaches,
violations or defaults which would not reasonably be expected to, individually
or in the aggregate, result in a Material Adverse Effect (as defined below) and
(y) that the Company’s credit agreement, dated as of December 27, 2007, by and
among the Company, Bank of America, N.A., as Administrative Agent and the
Lenders party thereto (the “Credit Agreement”) in its current form would not
permit the cash repurchase of 3.5% Debentures by the Company to the extent that
Holders exercise the repurchase option pursuant to Section 3.06 of the
Indenture.

       

      Section
3.2    Valid and Enforceable
Agreement; Authorization.  This Agreement has been duly
executed and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except that such enforcement may be subject to (a) bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting or
relating to enforcement of creditors' rights generally, and (b) general
principles of equity.

       

      Section
3.3    Capitalization. At
the Closing, the authorized capital stock of the Company will consist of
300,000,000 shares of Common Stock and 20,000,000 shares of preferred stock, par
value $0.01 per share (the “Preferred Stock”).  As of the close of
business on February 23, 2009, there were 72,572,433 shares of Common Stock
issued and outstanding and no shares of Preferred Stock issued and
outstanding.  All such issued and outstanding shares have been duly
authorized and validly issued, and are fully paid and non-assessable, and, when
originally issued, were issued in compliance with all applicable state and
federal laws concerning the issuance of securities and all applicable
pre-emptive, participation, rights of first refusal and other similar
rights.

       

      Section
3.4    Valid Issuance of the 3.5%
Debentures and Reservation of the Underlying Common Stock.  The
3.5% Debentures, when issued, authenticated, sold and delivered in accordance
with the terms and for the consideration set forth in this Agreement and the
Indenture, will constitute valid and binding obligations of the Company, free of
restrictions on transfer other than restrictions on transfer under this
Agreement and the Indenture, applicable state and federal securities laws and
liens or encumbrances created by or imposed by the Holder, and enforceable
against the Company in accordance with their terms, except that such enforcement
may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting or relating to enforcement of creditors' rights
generally, and (b) general principles of equity. Assuming the accuracy of the
representations of the Holder in Section 2 of this Agreement and subject to the
filing of Form D pursuant to Regulation D and state securities laws, the 3.5%
Debentures will be issued in compliance in all material respects with all
applicable federal and state securities laws. The Underlying Common Stock has
been duly reserved for issuance, and upon issuance in accordance with the terms
of the Company's amended and restated certificate of incorporation, will be
validly issued, fully paid and nonassessable and free of restrictions on
transfer other than restrictions on transfer under applicable federal and state
securities laws and liens or encumbrances created by or imposed by the Holder.
Based in part upon the representations and warranties of the Holder in Section 2
of this Agreement, the 3.5% Debentures, when issued and delivered in accordance
with the terms of the 3.5% Debentures and the Indenture, will be issued in
compliance in all material respects with all applicable federal and state
securities laws.

       

      Section
3.5    DTC.  The
Company will use commercially reasonable efforts to permit the 3.5% Debentures
to be eligible for clearance and settlement through DTC.

       

      Section
3.6    SEC Documents; Financial
Statements.  As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Securities Act or
the Exchange Act, as the case may be, and the rules and regulations of the SEC
thereunder applicable to such SEC Documents.  As of their respective
dates, the SEC Documents did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  The financial statements and schedules included
in the SEC Documents: have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis (except as may be indicated
therein or in the notes thereto); present fairly, in all material respects, the
consolidated financial position of the Company and its subsidiaries as at the
dates thereof and the consolidated results of their operations and cash flow for
the periods then ended subject, in the case of the unaudited interim financial
statements, to normal year-end audit adjustments and any other adjustments
described therein and the fact that certain information and notes have been
condensed or omitted in accordance with the Exchange Act and the rules
promulgated thereunder.

       

      Section
3.7    No Material Adverse
Effect.  Since the respective dates as of which information is
given in the SEC Documents, there has not been any event or occurrence having a
Material Adverse Effect on the Company or its subsidiaries, except as reflected
or disclosed in a subsequent SEC Document.

       

      Section
3.8    144A
Information.  While any of the Debentures or Common Shares
underlying the Debentures remain “restricted securities” within the meaning of
the Securities Act, the Company will make available, upon request, to any seller
of such securities the information specified in Rule 144A(d)(4) under the
Securities Act, unless the Company is then subject to Section 13 or 15(d) of the
Exchange Act.

       

      Section
3.9    No Similar Class of
Security.  On the Closing Date, the 3.5% Debentures will not be
of the same class as securities listed on a national securities exchange
registered under Section 6 of the Exchange Act or quoted in an automated
inter-dealer quotation system.

       

      Section
3.10    No General
Solicitation.  Neither the Company, nor any of its Affiliates
(as such term is defined in Rule 501(b) of Regulation D), nor any person acting
on its or their behalf, has engaged in any form of general solicitation or
general advertising (within the meaning of Regulation D) in connection with
the offer or sale of the 3.5% Debentures.

       

      Section
3.11    Private
Placement.  Neither the Company nor any of its Affiliates (as
such term is defined in Rule 501(b) of Regulation D)  nor, any person
acting on the Company’s behalf has, directly or indirectly, at any time within
the past six months, made any offer or sale of any security or solicitation of
any offer to buy any security under circumstances that would eliminate the
availability of the exemption from registration under Regulation D under
the Securities Act in connection with the offer and sale by the Company of the
3.5% Debentures as contemplated hereby.  Assuming the accuracy of the
representations and warranties of the Holder set forth in Section 2, no
registration under the Securities Act is required for the offer and sale of the
3.5% Debentures by the Company to the Holder as contemplated hereby. The sale
and issuance of the 3.5% Debentures hereunder does not contravene the rules and
regulations of The New York Stock Exchange.

       

      Section
3.12    Investment
Company.  The Company is not and, after giving effect to the
issuance of the 3.5% Debentures and the application of any proceeds thereof,
will not be an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.

       

      Section
3.13    Legal
Proceedings.  No legal or governmental proceedings or
investigations are pending or, to the knowledge of the Company, threatened to
which the Company is a party or to which the property of the Company or any of
its subsidiaries is subject that are not described in the SEC Documents, except
for such proceedings or investigations which would not reasonably be expected
to, singly or in the aggregate, result in a Material Adverse Effect. As used in
this Agreement, the term “Material Adverse
Effect” shall mean when used in respect of any matter relating to the
Company a material adverse effect on the business, condition (financial or
otherwise), properties or results of operations of the Company and its
subsidiaries, considered as one enterprise, or would materially adversely affect
the ability of the Company to perform its obligations under this Agreement, the
Indenture and the 3.5% Debentures.

       

      Section
3.14    Compliance with Laws;
Permits.  The Company and its subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct their respective
businesses, except where the failure to have such certificates, authorizations
and permits would not, singly or in the aggregate, reasonably be expected to
have a Material Adverse Effect. The Company and its significant subsidiaries are
and have been in compliance with all applicable laws, statutes, ordinances,
rules, regulations, orders, judgments, decisions, decrees, standards, and
requirements relating to their respective businesses, except where any such
non-compliance would not reasonably be expected to have a Material Adverse
Effect.

       

      Section
3.15    New York Stock Exchange
Listing Approval.  The Company will use commercially reasonable
efforts to have the shares of Common Stock issuable upon conversion of the 3.5%
Debentures approved by The New York Stock Exchange for listing no later than 15
days after the Closing Date.

       

      ARTICLE
IV

      Miscellaneous
Provisions

       

      Section
4.1    Notice.  Any
notice provided for in this Agreement shall be in writing and shall be either
personally delivered, or mailed first class mail (postage prepaid) with return
receipt requested or sent by reputable overnight courier service (charges
prepaid) to such address and to the attention of such person as the recipient
party has specified by prior written notice to the sending party. Notices will
be deemed to have been given hereunder when delivered personally, three business
days after deposit in the U.S. mail postage prepaid with return receipt
requested and two business days after deposit postage prepaid with a reputable
overnight courier service for delivery on the next business day.

       

      Section
4.2    Entire
Agreement.  This Agreement and the other documents and
agreements executed in connection with the Transaction embody the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersede all prior and contemporaneous oral or written
agreements, representations, warranties, contracts, correspondence,
conversations, memoranda and understandings between or among the parties or any
of their agents, representatives or affiliates relative to such subject matter,
including, without limitation, any term sheets, emails or draft
documents.

       

      Section
4.3    Assignment; Binding
Agreement.  This Agreement and the various rights and
obligations arising hereunder shall inure to the benefit of and be binding upon
the parties hereto and their successors and assigns.

       

      Section
4.4    Counterparts.  This
Agreement may be executed in multiple counterparts, and on separate
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Any counterpart or other
signature hereupon delivered by facsimile, .pdf attachment, or other electronic
transmission shall be deemed for all purposes as constituting good and valid
execution and delivery of this Agreement by such party.

       

      Section
4.5    Remedies
Cumulative.  Except as otherwise provided herein, all rights
and remedies of the parties under this Agreement are cumulative and without
prejudice to any other rights or remedies available at law.

       

      Section
4.6    Governing
Law.  This Agreement shall in all respects be construed in
accordance with and governed by the substantive laws of the State of New York,
without reference to its choice of law rules.

       

      Section
4.7    No Third Party Beneficiaries
or Other Rights.  Nothing herein shall grant to or create in
any person not a party hereto, or any such person's dependents or heirs, any
right to any benefits hereunder, and no such party shall be entitled to sue any
party to this Agreement with respect thereto.

       

      Section
4.8    Waiver;
Consent.  This Agreement may not be changed, amended,
terminated, augmented, rescinded or discharged (other than in accordance with
its terms), in whole or in part, except by a writing executed by the parties
hereto. No waiver of any of the provisions or conditions of this Agreement or
any of the rights of a party hereto shall be effective or binding unless such
waiver shall be in writing and signed by the party claimed to have given or
consented thereto. Except to the extent otherwise agreed in writing, no waiver
of any term, condition or other provision of this Agreement, or any breach
thereof shall be deemed to be a waiver of any other term, condition or provision
or any breach thereof, or any subsequent breach of the same term, condition or
provision, nor shall any forbearance to seek a remedy for any noncompliance or
breach be deemed to be a waiver of a party's rights and remedies with respect to
such noncompliance or breach.

       

      Section
4.9    Word
Meanings.  The words such as “herein,” “hereinafter,” “hereof,”
and “hereunder” refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires.
The singular shall include the plural, and vice versa, unless the context
otherwise requires. The masculine shall include the feminine and neuter, and
vice versa, unless the context otherwise requires.

       

      Section
4.10    No
Broker.  Neither party has engaged any third party as broker or
finder or incurred or become obligated to pay any broker's commission or
finder's fee in connection with the transactions contemplated by this Agreement
other than such commissions, fees and expenses for which such party shall be
solely responsible.

       

      Section
4.11    Further
Assurances.  The Holder and the Company each hereby agree to
execute and deliver, or cause to be executed and delivered, such other
documents, instruments and agreements, and take such other actions, as either
party may reasonably request in connection with the transactions contemplated by
this Agreement.

       

      Section
4.12    Costs and
Expenses.  The Holder and the Company shall each pay their own
respective costs and expenses incurred in connection with the negotiation,
preparation, execution and performance of this Agreement, including, but not
limited to, attorneys' fees.

       

      Section
4.13    Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

       

      Section
4.14    Severability.  If
any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby.

       

      IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be executed as of the date first above
written.

      


      
        	 
      	
                HOLDER:

                 

                 

              
	 
      	 
      
	 
      	
                 

                 

                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

       

      
 

      
        	 
      	
                THE
      COMPANY:

                 

                COMMSCOPE,
      INC.

                 

              
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title: