EXHIBIT 10.2
DEBT AND CASH ALLOCATION AGREEMENT
DEBT AND CASH ALLOCATION AGREEMENT, dated as of July 25, 1997 (this
"Agreement"), among General Semiconductor, Inc., a Delaware corporation ("GS"),
NextLevel Systems, Inc., a Delaware corporation ("NextLevel Systems"), and
CommScope, Inc., a Delaware corporation ("CommScope").
WHEREAS, pursuant to the terms of the Distribution Agreement, dated as of
June 12, 1997 (the "Distribution Agreement"), among General Instrument
Corporation, a Delaware corporation ("GI"), NextLevel Systems and CommScope, the
parties have entered into this Agreement regarding the allocation of certain
indebtedness and cash of GI and its consolidated subsidiaries as of the close of
business on the NextLevel Systems Distribution Date (the "Distribution Time").
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained in this Agreement and the Distribution Agreement, each of
the parties hereto, on behalf of itself and each of the other members of its
Group, hereby agrees as follows:
SECTION 1. Certain Definitions. Unless otherwise defined herein or unless
the context otherwise requires, the following terms will have the following
meanings (such meanings to be equally applicable to both the singular and the
plural forms of the terms defined).
"Accounts Payable" shall have the meaning ascribed to such term under
GAAP.
"Accounts Receivable" shall have the meaning ascribed to such term under
GAAP.
"Actual CommScope Debt Amount" shall mean the aggregate amount (expressed
as a positive number), as of the Distribution Time, of the following, without
duplication:
(i) the then outstanding amount of the CommScope Credit
Facility plus accrued and accreted interest and fees and expenses in
respect thereof (as reflected on the CommScope Adjusted Closing Balance
Sheet); plus
(ii) the then outstanding principal amount of Consolidated
Debt of CommScope and the CommScope Subsidiaries other than that which is
described in clause (i) above (for this purpose undrawn letters of credit
and guarantees shall not be treated as outstanding), plus accrued and
accreted interest and fees and expenses in respect thereof as reflected on
the CommScope Adjusted Closing Balance Sheet, including without
limitation, outstanding indebtedness
incurred in connection with the issuance of industrial revenue bonds by
the Alabama State Industrial Development Authority.
"Actual GS Debt Amount" shall mean the aggregate amount (expressed as a
positive number), as of the Distribution Time, of the following, without
duplication:
(i) the then outstanding amount of the GS Credit Facility plus
accrued and accreted interest and fees and expenses in respect thereof (as
reflected on the GS Adjusted Closing Balance Sheet) ; plus
(ii) the then outstanding principal amount of Consolidated
Debt of GS and the GS Subsidiaries other than that which is described in
clause (i) above (for this purpose undrawn letters of credit and
guarantees shall not be treated as outstanding), plus accrued and accreted
interest and fees and expenses in respect thereof as reflected on the GS
Adjusted Closing Balance Sheet, including without limitation, debt
incurred with respect to the General Instrument Taiwan, Ltd. ("GI Taiwan")
mortgage facility (the "Taiwan Facility").
"Agreement" shall have the meaning specified in the first paragraph
hereof.
"Auditors" shall have the meaning specified in Section 5(a).
"BKP Litigation" means the action entitled BKP Partners, L.P. v. General
Instrument Corp., as more fully described in the Proxy Statement.
"Cash and Cash Equivalents" shall have the meaning ascribed to such term
under GAAP; provided, however, that in all events checks issued by GS and the GS
Subsidiaries which remain unpaid as of the Distribution Time shall be deducted
from Cash and Cash Equivalents, and checks received by GS and the GS
Subsidiaries which remain uncollected prior to the Distribution Time (other than
checks that have been dishonored) shall be included in Cash and Cash
Equivalents.
"CommScope" shall have the meaning specified in the first paragraph
hereof.
"CommScope Adjusted Closing Balance Sheet" shall have the meaning
specified in Section 5(b).
"CommScope Base Amount" shall mean the amount designated as such on
Schedule I.
"CommScope Closing Balance Sheet" shall have the meaning specified in
Section 5(a).
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"CommScope Credit Facility" shall have the meaning specified in Section
3(c).
"CommScope Credit Facility Debt" shall have the meaning specified in
Section 3(c).
"CommScope Determination Date" shall have the meaning specified in Section
5(b).
"CommScope Dispute" shall have the meaning specified in Section 5(b).
"CommScope Distribution Date" shall have the meaning specified in the
Distribution Agreement.
"CommScope Dividend Amount" shall mean an amount equal to the CommScope
Base Amount (i) less the outstanding indebtedness with respect to the industrial
revenue bonds relating to CommScope issued by the Alabama State Industrial
Development Authority, as of the CommScope Distribution Date , (ii) plus the
amount of Cash and Cash Equivalents held by CommScope or the CommScope
Subsidiaries as of the CommScope Distribution Date.
"CommScope Group" means CommScope, the CommScope Subsidiaries and the
corporations, partnerships, joint ventures, investments and other entities that
represent equity investments of CommScope or any of the CommScope Subsidiaries
following the consummation of the Corporate Restructuring Transactions and the
NextLevel Systems Distribution.
"Consolidated Debt" shall mean (without duplication) with respect to any
Person, every obligation of such Person and its consolidated Subsidiaries (i)
for money borrowed, (ii) evidenced by bonds, debentures, notes or other similar
instruments, (iii) for reimbursement with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person or its
consolidated Subsidiaries, (iv) for the deferred purchase price of property or
services if, and to the extent that, such obligation would appear as a liability
upon a balance sheet of such Person or its consolidated Subsidiaries prepared in
accordance with GAAP (but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business), and (v) to guarantee or
otherwise be liable for, any obligation of the type referred to in clauses (i)
through (iv) of another Person.
"Corporate Restructuring Transactions" shall have the meaning specified in
the Distribution Agreement.
"Disputing Party" shall have the meaning ascribed to such term in Section
5(b).
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"Distribution Agreement" shall have the meaning specified in the recitals
to this Agreement.
"Distributions" shall have the meaning specified in the Distribution
Agreement.
"Distribution Time" shall have the meaning specified in the recitals to
this Agreement.
"DSC Litigation" means the action entitled DSC Communications Corporation
and DSC Technologies Corporation v. Next Level Communications, Thomas R. Eames
and Peter W. Keeler, Case No. 4:95cv96, as more fully described in the Proxy
Statement.
"GAAP" means United States generally accepted accounting principles and
practices, as in effect on the date of this Agreement, as promulgated by the
Financial Accounting Standards Board and its predecessors.
"GI" shall have the meaning specified in the recitals to this Agreement.
"GI Common Stock" means the shares of common stock, par value $.01 per
share of GI.
"GI Credit Agreement" shall mean the Third Amended and Restated Credit
Agreement dated as of August 12, 1996, among General Instrument Corporation of
Delaware, The Chase Manhattan Bank as administrative agent, and certain lenders
named therein.
"GI Delaware" means General Instrument Corporation of Delaware, a Delaware
corporation and a wholly owned subsidiary of GI.
"GI Taiwan" means General Instrument Taiwan, Ltd., a Taiwanese corporation
and an indirect wholly owned subsidiary of GI.
"Group" means (i) with respect to GS, the GS Group, (ii) with respect to
NextLevel Systems, the NextLevel Systems Group, and (iii) with respect to
CommScope, the CommScope Group.
"GS" shall have the meaning specified in the first paragraph hereof.
"GS Adjusted Closing Balance Sheet" shall have the meaning specified in
Section 5(b).
"GS Base Amount" shall mean the amount designated as such on Schedule I.
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"GS Closing Balance Sheet" shall have the meaning specified in Section
5(a).
"GS Credit Facility" shall have the meaning specified in Section 3(a).
"GS Credit Facility Debt" shall have the meaning specified in Section
3(a).
"GS Dispute" shall have the meaning specified in Section 5(b).
"GS Determination Date" shall have the meaning specified in Section 5(b).
"GS Group" means GS, the GS Subsidiaries and the corporations,
partnerships, joint ventures, investments and other entities that represent
equity investments of GS or any of the GS Subsidiaries following consummation of
the Corporate Restructuring Transactions and the Distributions.
"Independent Auditors" shall have the meaning specified in Section 5(b).
"NextLevel Systems" shall have the meaning specified in the first
paragraph hereof.
"NextLevel Systems Credit Facility" shall have the meaning specified in
Section 3(b).
"NextLevel Systems Distribution" shall have the meaning specified in the
Distribution Agreement.
"NextLevel Systems Distribution Date" shall have the meaning specified in
the Distribution Agreement.
"NextLevel Systems Group" means NextLevel Systems, the NextLevel Systems
Subsidiaries and the corporations, partnerships, joint ventures, investments and
other entities that represent equity investments of any of NextLevel Systems or
any of the NextLevel Systems Subsidiaries following the consummation of the
Corporate Restructuring Transactions and the Distributions.
"Notice" shall have the meaning specified in Section 7(j).
"Person" means any natural person, corporation, business trust, joint
venture, association, company, partnership, limited liability company or other
entity, or any government, or any agency or political subdivision thereof.
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"Proxy Statement" means the Proxy Statement, dated June 13, 1997, sent to
the holders of GI Common Stock in connection with the Distributions, including
any amendment or supplement thereto.
"Securities Litigation" means the class action entitled In Re General
Instrument Corporation Securities Litigation, as more fully described in the
Proxy Statement.
"Subsidiary" means, with respect to any Person:
(i) any corporation of which at least a majority in interest
of the outstanding voting stock (having by the terms thereof voting power under
ordinary circumstances to elect a majority of the directors of such corporation,
irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of a contingency) is at the time, directly or indirectly, owned or
controlled by such Person or by such Person and one or more of its Subsidiaries;
or
(ii) any non-corporate entity in which such Person or such
Person and one or more Subsidiaries of such Person either (A) directly or
indirectly, at the date of determination thereof, has at least majority
ownership interest, or (B) at the date of determination is a general partner or
an entity performing similar functions (e.g., manager of a Limited Liability
Company or a trustee of a trust).
SECTION 2. Allocation of Debt. Prior to or contemporaneously with the
consummation of the NextLevel Systems Distribution, each of the parties hereto
will take such action and make such transfers so that, to the extent possible,
as of the Distribution Time (a) the Actual GS Debt Amount (less the amount of
any Cash and Cash Equivalents held by GS or the GS Subsidiaries) shall equal the
GS Base Amount, and (b) the Actual CommScope Debt Amount (less the amount of any
Cash and Cash Equivalents held by CommScope or the CommScope Subsidiaries) shall
equal the CommScope Base Amount.
SECTION 3. Credit Facilities. (a) GS shall, at its expense, obtain and
have in place on or prior to the Distribution Time a credit facility (the "GS
Credit Facility") for GS and the GS Subsidiaries in an aggregate principal
amount at least equal to (i) the GS Base Amount, less the outstanding
indebtedness with respect to the Taiwan Facility as of the Distribution Time,
but plus the amount of Cash and Cash Equivalents held by GS or the GS
Subsidiaries as of the Distribution Time (such portion of the GS Credit Facility
to be used to repay amounts under the GI Credit Agreement and for any other
purposes required in accordance with Section 2 hereof) and (ii) such additional
amounts as shall be sufficient (together with other funds available to GS) for
other general corporate purposes. The aggregate amount of debt (including
accrued and accreted interest and fees
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and expenses) outstanding as of the Distribution Time under this facility is
hereinafter called the "GS Credit Facility Debt".
(b) NextLevel Systems shall, at its expense, obtain and have in
place on or prior to the Distribution Time, a credit facility (the "NextLevel
Systems Credit Facility") for NextLevel Systems and the NextLevel Systems
Subsidiaries in an aggregate amount at least sufficient (together with other
funds available to NextLevel Systems): (i) to repay the portion of the
outstanding indebtedness under the GI Credit Agreement, if any, to be assumed
and repaid by NextLevel Systems so as to allocate debt among the parties hereto
in accordance with Section 2 hereof; (ii) to satisfy any reasonably anticipated
liabilities in connection with the Securities Litigation, the BKP Litigation,
the DSC Litigation and all other pending legal proceedings; and (iii) for other
general corporate purposes.
(c) CommScope shall, at its expense, obtain and have in place on or
prior to the Distribution Time, a credit facility (the "CommScope Credit
Facility") for CommScope and the CommScope Subsidiaries in an aggregate
principal amount at least sufficient (together with other funds available to
CommScope): (i) to pay the CommScope Dividend Amount to GI Delaware on or prior
to the Distribution Time and (ii) for other general corporate purposes. The
aggregate amount of debt (including accrued and accreted interest and fees and
expenses) outstanding as of the Distribution Time under this facility is
hereinafter called the "CommScope Credit Facility Debt".
SECTION 4. Conduct of Business. Each of NextLevel Systems, CommScope and
GS represents and warrants that the Accounts Payable and Accounts Receivable of
its respective business have been incurred and paid during 1997(to date),
consistent with past practice in all material respects.
SECTION 5. Post-Distribution Audit.
(a) Preparation of Closing Balance Sheets. As soon as practicable
after the Distribution Time, but in any event within 60 days following the
Distribution Time, NextLevel Systems shall cause Deloitte & Touche LLP (or
another comparable independent accounting firm selected by NextLevel Systems)
(the "Auditors") to:
(i) conduct an audit of GS and the GS Subsidiaries to
determine the aggregate amount, as of the Distribution Time, of each of
(a) the GS Credit Facility Debt, (b) the Consolidated Debt (other than the
GS Credit Facility Debt) of GS and the GS Subsidiaries, and (c) the Cash
and Cash Equivalents held by GS and the GS Subsidiaries, and to prepare
and deliver to each of NextLevel Systems, GS and CommScope a consolidated
balance sheet for GS and the GS Subsidiaries
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as of the Distribution Time reflecting the amount of each of the foregoing
(the "GS Closing Balance Sheet");
(ii) conduct an audit of CommScope and the CommScope
Subsidiaries to determine the aggregate amount, as of the Distribution
Time, of each of (a) the CommScope Credit Facility Debt, (b) the
Consolidated Debt (other than the CommScope Credit Facility Debt) of
CommScope and the CommScope Subsidiaries, and (c) the Cash and Cash
Equivalents held by CommScope and the CommScope Subsidiaries, and to
prepare and deliver to each of NextLevel Systems, GS and CommScope a
consolidated balance sheet for CommScope and the CommScope Subsidiaries as
of the Distribution Time reflecting the aggregate amount of each of the
foregoing (the "CommScope Closing Balance Sheet"); and
(iii) conduct procedures (to be agreed upon) to determine the
accuracy of the representations and warranties contained in Section 4
hereof.
The GS Closing Balance Sheet and the CommScope Closing Balance Sheet
shall each be prepared on the basis of an audit conducted by the Auditors in
accordance with GAAP consistently applied and without giving effect to any
change in accounting principles required on account of the consummation of the
Distributions, except that, to the extent that any definition contained herein
contemplates inclusion or exclusion of an item that would not be included or
excluded under GAAP, the Auditors shall compute such item in accordance with
such definition. During the course of the preparation of the GS Closing Balance
Sheet and the CommScope Closing Balance Sheet by the Auditors, and during any
period in which there is a dispute regarding either the GS Closing Balance Sheet
or the CommScope Closing Balance Sheet, each of GS and CommScope, as the case
may be, shall cooperate with the Auditors and each other and shall have access
to all work papers of the Auditors and all pertinent accounting and other
records of GS and the GS Subsidiaries and CommScope and the CommScope
Subsidiaries, as applicable. NextLevel Systems shall pay the fees and expenses
of the Auditors.
(b) Disputes Regarding Closing Balance Sheet. Unless (i) in the case
of the GS Closing Balance Sheet, GS delivers written notice to NextLevel Systems
on or prior to the 30th day after its receipt of the GS Closing Balance Sheet
that it disputes any of the amounts set forth on the GS Closing Balance Sheet (a
"GS Dispute"), or (ii) in the case of the CommScope Closing Balance Sheet,
CommScope delivers written notice to NextLevel Systems on or prior to the 30th
day after its receipt of the CommScope Closing Balance Sheet that it disputes
any of the amounts set forth on the CommScope Closing Balance Sheet (a
"CommScope Dispute") then, as applicable, GS and/or CommScope shall be deemed to
have accepted and agreed to the GS Closing Balance Sheet or the CommScope
Closing Balance Sheet, as applicable, in the form in which it
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was delivered to it by the Auditors. If such a notice of a GS Dispute is given
by GS or a notice of a CommScope Dispute is given by CommScope (in either case
such party being hereinafter referred to as the "Disputing Party") within such
30-day period, then NextLevel Systems and the Disputing Party shall, within 15
days after the giving of any such notice, attempt to resolve such GS Dispute or
CommScope Dispute, as the case may be, and agree in writing upon the final
content of the GS Closing Balance Sheet or CommScope Closing Balance Sheet, as
the case may be.
If the Disputing Party and NextLevel Systems are unable to resolve
any GS Dispute or CommScope Dispute, as the case may be, within such 15-day
period, then a mutually acceptable independent accounting firm (the "Independent
Auditors") shall be employed as arbitrator hereunder to settle such GS Dispute
and/or CommScope Dispute, as the case may be, as soon as practicable. The
Independent Auditors shall have access to all documents and facilities necessary
to perform its function as arbitrator. The determination of the Independent
Auditors with respect to any GS Dispute and/or CommScope Dispute, as the case
may be, shall be final and binding on the applicable parties hereto. NextLevel
Systems and the Disputing Party shall each pay one-half of the fees and expenses
of the Independent Auditors for such services. NextLevel Systems and the
Disputing Party each agree to execute, if requested by the Independent Auditors,
a reasonable engagement letter. The term "GS Adjusted Closing Balance Sheet", as
used herein, shall mean the definitive GS Closing Balance Sheet agreed to by GS
and NextLevel Systems or, as the case may be, the definitive GS Closing Balance
Sheet resulting from the determinations made by the Independent Auditors in
accordance with this Section 5(b) (in addition to the matters theretofore agreed
to by GS and NextLevel Systems). The term "CommScope Adjusted Closing Balance
Sheet", as used herein, shall mean the definitive CommScope Closing Balance
Sheet agreed to by CommScope and NextLevel Systems or, as the case may be, the
definitive CommScope Closing Balance Sheet resulting from the determinations
made by the Independent Auditors in accordance with this Section 5(b) (in
addition to the matters theretofore agreed to by CommScope and NextLevel
Systems). The date on which the GS Adjusted Closing Balance Sheet is determined
and provided to each of NextLevel Systems and GS pursuant to this Section 5(b)
is hereinafter referred to as the "GS Determination Date". The date on which the
CommScope Adjusted Closing Balance Sheet is determined and provided to each of
NextLevel Systems and CommScope pursuant to this Section 5(b) is hereinafter
referred to as the "CommScope Determination Date".
SECTION 6. Post Distribution Adjustments and Cash Payments.
(a) If the Actual GS Debt Amount (less the amount of any Cash and
Cash Equivalents held by GS or the GS Subsidiaries) exceeds the GS Base Amount,
NextLevel Systems shall pay to GS the amount of such excess in cash within 10
days
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after the GS Determination Date. If, on the other hand, the Actual GS Debt
Amount (less the amount of any Cash and Cash Equivalents held by GS or the GS
Subsidiaries) is less than the GS Base Amount, GS shall pay to NextLevel Systems
the amount of such deficiency in cash within 10 days after the GS Determination
Date.
(b) If the Actual CommScope Debt Amount (less the amount of any Cash
and Cash Equivalents held by CommScope or the CommScope Subsidiaries) exceeds
the CommScope Base Amount, NextLevel Systems shall pay to CommScope the amount
of such excess in cash within 10 days after the CommScope Determination Date.
If, on the other hand, the Actual CommScope Debt Amount (less the amount of any
Cash and Cash Equivalents held by CommScope or the CommScope Subsidiaries) is
less than the CommScope Base Amount, CommScope shall pay to NextLevel Systems
the amount of such deficiency in cash within 10 days after the CommScope
Determination Date.
(c) After the Distribution Time, (i) GS shall promptly pay over to
NextLevel Systems or CommScope, respectively, any payments received by GS in
respect of accounts receivable transferred to NextLevel Systems or CommScope, as
the case may be, pursuant to the Distribution Agreement, (ii) each of NextLevel
Systems, CommScope and GS shall be solely responsible for collecting, and taking
action regarding, accounts payable transferred or allocated to such company
pursuant to the Distribution Agreement, and (iii) each of NextLevel Systems and
CommScope shall have the right to endorse the name of General Instrument
Corporation or General Semiconductor, Inc. on any check or other evidence of
indebtedness received by such company in respect of accounts receivable
transferred to it pursuant to the Distribution Agreement.
SECTION 7. Miscellaneous Provisions.
(a) Termination. This Agreement may not be terminated except by an
agreement in writing signed by all of the parties hereto.
(b) Further Actions. If at any time after the Distribution Time any
further action is necessary or desirable to carry out the purposes of this
Agreement, each of GS, NextLevel Systems and CommScope shall, on the written
request of any of them, take (or cause the appropriate member of its Group over
which it has direct or indirect legal or effective control to take) all such
reasonably necessary or desirable action.
(c) Cooperation. The parties hereto agree to use their reasonable
best efforts to cooperate with respect to the various matters contemplated by
this Agreement.
(d) Successors and Assigns. Except as otherwise expressly provided
herein, no party hereto may assign or delegate, whether by operation of law or
otherwise,
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any of such party's rights or obligations under or in connection with this
Agreement without the written consent of each other party hereto. No assignment
will, however, release the assignor of any of its obligations under this
Agreement or waive or release any right or remedy the other parties may have
against such assignor hereunder. Except as otherwise expressly provided herein,
all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto will be binding upon and enforceable against the
respective successors and assigns of such party and will be enforceable by and
will inure to the benefit of the respective successors and permitted assigns of
such party.
(e) Modification; Waiver; Severability. This Agreement may be
amended, supplemented or waived only by a subsequent writing signed by all of
the parties hereto. The failure of any party hereto to require strict
performance by any other party of any provision of this Agreement will not waive
or diminish that party's right to demand strict performance thereafter of that
or any other provision hereof. If any provision of this Agreement or the
application thereof to any Person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to Persons or
circumstances other than those as to which it has been held invalid or
unenforceable, shall remain in full force and effect and in no way be affected,
impaired or invalidated thereby, so long as the economic or legal substance of
the transaction contemplated hereby is not affected in any manner adverse to any
party.
(f) Counterparts. This Agreement may be executed with counterpart
signature pages or in one or more counterparts, all of which shall be one and
the same Agreement, and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to all the parties hereto.
(g) Descriptive Headings. The descriptive headings of this Agreement
are inserted for the convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.
(h) Notices. All notices, consents, requests, waivers or other
communications required or permitted under this Agreement (each a "Notice")
shall be in writing and shall be sufficiently given (a) if hand delivered or
sent by telecopy, (b) if sent by nationally recognized overnight courier, or (c)
if sent by registered or certified mail, postage prepaid, return receipt
requested, and in each case addressed as follows:
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If to GS, at: General Semiconductor, Inc.
10 Melville Park Road
Melville, New York 11747-3113
Attn: General Counsel
If to NextLevel Systems, at: NextLevel Systems, Inc.
8770 West Bryn Mawr Avenue
Chicago, Illinois 60631
Attn: General Counsel
If to CommScope, at: CommScope, Inc.
1375 Lenoir-Rhyne Boulevard
Hickory, North Carolina 28601
Attn: General Counsel
or such other address as shall be furnished by any of the Parties in a Notice.
Any Notice shall be deemed given upon receipt.
(i) Survival. Except as otherwise expressly provided herein, all
representations, warranties, covenants and agreements of the parties contained
in this Agreement shall survive the Distribution Time.
(j) No Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties hereto and the members of their respective Groups, and
shall not be deemed to confer upon third parties any remedy, claim, liability,
right of reimbursement, claim or action or other right in excess of those
existing without reference to this Agreement.
(k) Governing Law and Consent to Jurisdiction. THIS AGREEMENT AND
THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
GENERAL SEMICONDUCTOR, INC.
By: /s/ Ronald A. Ostertag
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Name: Ronald A. Ostertag
Title: Chairman, CEO & President
NEXTLEVEL SYSTEMS, INC.
By: /s/ Keith A. Zar
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Name: Keith A. Zar
Title: Vice President and General Counsel
COMMSCOPE, INC.
By: /s/ Frank B. Wyatt, II
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Name: Frank B. Wyatt, II
Title: Secretary