Third Amendment to Credit Agreement effective as of June 30, 2007



 Exhibit 10.1 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 THIS THIRD AMENDMENT TO CREDIT AGREEMENT, effective as
of June 30, 2007 (the “Amendment”), is entered into among (i) ANDREW CORPORATION, a Delaware corporation (the “Company”), and the Designated Subsidiaries of the Company that are parties thereto (together
with the Company, the “Borrowers”), (ii) the undersigned financial institutions, and (iii) BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (the “Administrative Agent”)
for the Lenders and as L/C Issuer. 
 R E C I T A L S: 
 A. The Borrowers, various financial institutions (the “Lenders”), the Administrative Agent and the L/C Issuer entered into a Credit
Agreement, dated as of September 29, 2005, as amended by a First Amendment to Credit Agreement, dated as of June 16, 2006 and as further amended by a Second Amendment to Credit Agreement, dated as of July 13, 2007 (the “Credit
Agreement”). 
 B. The Borrowers have requested that the Lenders and the Administrative Agent enter into this Amendment in order to
make certain amendments to the Credit Agreement as provided herein. 
 C. Capitalized terms used herein and not otherwise defined shall have
the meanings provided for in the Credit Agreement. 
 D. In consideration of the mutual agreements contained herein the parties hereto agree
as follows: 
  

	1.	AMENDMENT 

 Upon satisfaction of the
conditions set forth in Section 2 hereof, the Credit Agreement is amended as follows: 
 1.1 The definition of “Consolidated
EBITDA” contained in Section 1.1 of the Credit Agreement is hereby restated in its entirety to read as follows: 
 “"Consolidated EBITDA" means, with respect to any Person for any period of determination, Consolidated Operating Income of such Person for such period, plus, without duplication, (i) depreciation,
(ii) amortization, (iii) interest income and (iv) solely for purposes of calculating compliance with the financial covenants set forth in Section 6.2.2 (and not for purposes of calculating the Consolidated Total Debt to EBITDA
Ratio as used to determine the Applicable Commitment Fee Percentage, the Applicable L/C Fee Rate and the Applicable Margin), non-cash charges incurred from the impairment of goodwill of such Person and its consolidated Subsidiaries for such period,
all as determined on a consolidated basis in accordance with GAAP.” 








	2.	CONDITIONS PRECEDENT 

 This Amendment shall
become effective at such time as the Administrative Agent has received (i) counterparts of this Amendment executed by the Borrowers and the Required Lenders and the Administrative Agent, and (ii) payment to the Administrative Agent for the
ratable benefit of the Lenders executing and delivering to the Administrative Agent this Amendment on or before July 27, 2007 of an amendment fee in the amount of 0.05% of each of such Lender’s respective Commitments. 
  

	3.	WAIVER 

 The Administrative Agent and the
Lenders hereby waive any Event of Default occurring due to a Change of Control resulting from any contract or arrangement entered into by the Company and CommScope in furtherance of the CommScope Merger Transaction prior to the effective date of
this Amendment. The foregoing waiver shall expire on the earlier to occur of (a) the date of the consummation of the CommScope Merger Transaction or (b) March 31, 2008 if, prior to such date all such contracts and arrangements have
not been terminated in a manner reasonably satisfactory to the Administrative Agent. 
  

	4.	EXPENSES 

 The Company shall pay, promptly
upon receipt of a reasonably detailed invoice therefor, all reasonable attorneys’ fees and out-of-pocket costs of the Administrative Agent in connection with this Amendment. 
  

	5.	MISCELLANEOUS 

 5.1 Limited Nature of
Amendments. The parties hereto acknowledge and agree that the terms and provisions of this Amendment amend, add to and constitute a part of the Credit Agreement. Except as expressly modified and amended by the terms of this Amendment, all of
the other terms and conditions of the Credit Agreement and all documents executed in connection therewith or referred to or incorporated therein remain in full force and effect and are hereby ratified, reaffirmed, confirmed and approved. 

5.2 Conflict. If there is an express conflict between the terms of this Amendment and the terms of the Credit Agreement, or any of the
other agreements or documents executed in connection therewith or referred to or incorporated therein, the terms of this Amendment shall govern and control. 
 5.3 Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original. Receipt by the Administrative Agent from a Lender of an executed signature
page hereto by facsimile or e-mail shall be effective as receipt of an original manually executed counterpart. 
 5.4 Representations
and Warranties. The Company represents and warrants to the Administrative Agent and the Lenders as follows: (A) the Company and each Designated Subsidiary has all necessary power and authority to execute and deliver this Amendment and
perform its obligations hereunder; (B) this Amendment and the Credit Agreement, as amended 

  

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hereby, constitute the legal, valid and binding obligations of the Company and each Designated Subsidiary and are enforceable against the Company and each
Designated Subsidiary in accordance with their terms; and (C) all representations and warranties of the Company contained in the Credit Agreement and all other agreements, instruments and other writings relating thereto are true and complete as
of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date. 
 5.5 Governing Law. This Amendment shall be construed in accordance with and governed by and the internal laws of the State of Illinois,
without giving effect to choice of law principles. 
  

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

			
	ANDREW CORPORATION
		
	 By:
	 	 /s/ Dan Hartnett

	 Name:
	 	Dan Hartnett
	 Title:
	 	Vice President, Tax and Treasury
	
	DESIGNATED SUBSIDIARIES: 
	
	ANDREW AG
		
	 By:
	 	 /s/ Mark Olson

	 Name:
	 	Mark Olson
	 Title:
	 	Director
	
	ANDREW TELECOMMUNICATIONS PRODUCTS SRL 
		
	 By:
	 	 /s/ F. Willis Caruso, Jr.

	 Name:
	 	F. Willis Caruso, Jr.
	 Title:
	 	Vice President
	
	MIKOM-GMBH MIKROTECHNIK ZUR KOMMUNIKATION 
		
	 By:
	 	 /s/ F. Willis Caruso, Jr.

	Name:	 	F. Willis Caruso, Jr.
	Title:	 	Managing Director
	
	ANDREW HOLDINGS (GERMANY) GmbH 
		
	 By:
	 	 /s/ F. Willis Caruso, Jr.

	 Name:
	 	F. Willis Caruso, Jr.
	 Title:
	 	Managing Director


  

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	BANK OF AMERICA, N.A., as Administrative Agent
		
	 By:
	 	 /s/ Suzanne M. Paul

	 Name:
	 	Suzanne M. Paul
	 Title:
	 	Vice President


  

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	 LENDERS

	
	BANK OF AMERICA, N.A., as a Lender, L/C Issuer, Swing Line Lender and Foreign Swing Line Lender
		
	 By:
	 	 /s/ Craig W. McGuire

	 Name:
	 	Craig W. McGuire
	 Title:
	 	Senior Vice President


  

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	CITICORP NORTH AMERICA, INC., as a Lender and Syndication Agent
		
	 By:
	 	 /s/ Ross Levitsky

	 Name:
	 	Ross Levitsky
	 Title:
	 	Vice President


  

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	FIFTH THIRD BANK (CHICAGO), as Co-Documentation Agent and Lender
		
	 By:
	 	 /s/ Charles Smith

	 Name:
	 	Charles Smith
	 Title:
	 	Vice President


  

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	HARRIS N.A., as Co-Documentation Agent and Lender
		
	 By:
	 	 /s/ Naghweh Hashemifard

	 Name:
	 	Naghweh Hashemifard
	 Title:
	 	Director


  

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	U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender
		
	 By:
	 	 /s/ James N DeVries

	 Name:
	 	James N. DeVries
	 Title:
	 	Senior Vice President


  

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	WELLS FARGO BANK, N.A., as Co-Documentation Agent and Lender
		
	 By:
	 	 /s/ Corinne Potter

	 Name:
	 	Corinne Potter
	 Title:
	 	Assistant Vice President


  

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	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH (f/k/a The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch), 
 as a Lender

		
	By:	 	 /s/ Masakazu Sato

	Name:	 	Masakazu Sato
	Title:	 	Deputy General Manager


  

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	JPMORGAN CHASE BANK, N.A., as a Lender
		
	 By:
	 	 /s/ Sharon Bazbaz

	 Name:
	 	Sharon Bazbaz
	 Title:
	 	Vice President


  

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	MIZUHO CORPORATE BANK, LTD., as a Lender
		
	 By:
	 	 /s/ Makoto Murata

	 Name:
	 	Makoto Murata
	 Title:
	 	Deputy General Manager


  

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		 	BANCA NAZIONALE DEL LAVORO SPA,
NEW YORK BRANCH, as a Lender
				
		 	 By:
	 	 /s/ Elisa Giuliano-Zucaro
	 	 /s/ Antonio Labriola

		 	 Name:
	 	Elisa Giuliano-Zucaro	 	Antonio Labriola
		 	 Title:
	 	Vice President	 	Vice President

  

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	THE BANK OF NEW YORK, as a Lender
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



  

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	MORGAN STANLEY BANK, as a Lender
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



  

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	NATIONAL CITY BANK, as a Lender
		
	 By:
	 	 /s/ Stephanie A. Kline

	 Name:
	 	Stephanie A. Kline
	 Title:
	 	Vice President


  

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	THE NORTHERN TRUST COMPANY, as a Lender
		
	 By:
	 	 /s/ Michael Kingsley

	 Name:
	 	Michael Kingsley
	 Title:
	 	Vice President


  

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