**Exhibit 10.25**

 

**SECOND AMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENT**

 

THIS SECONDAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 4,2003 (the “**Amendment**”), is enteredinto among (i) ANDREW CORPORATION, a Delaware corporation (the “**Company**”), (ii) the various financialinstitutions as are now parties to the Amended and Restated Credit Agreement(collectively, the “**Lenders**”),(iii) BANK OF AMERICA, N.A. (“**Bank of America**”),as administrative agent (the “**AdministrativeAgent**”) for the Lenders, (iv) LASALLE NATIONAL BANK ASSOCIATION, assyndication agent (the **“Syndication Agent”**)and U.S. BANK NATIONAL ASSOCIATION, as documentation agent (the “ **Documentation Agent**”).

 

**RECITALS:**

 

A.                                   TheCompany, the Lenders, the Administrative Agent, the Syndication Agent and theDocumentation Agent entered into that certain Amended and Restated CreditAgreement, dated as of December 19, 2002, as amended by a First Amendmentto Amended and Restated Credit Agreement, dated as of June 30, 2003 (the “**Credit Agreement**”).

 

B.                                     Borrowershave requested that the Lenders and the Administrative Agent enter into thisAmendment in order to make certain amendments to the Credit Agreement asprovided herein.

 

C.                                     Capitalizedterms used herein and not otherwise defined shall have the meanings providedfor in the Credit Agreement.

 

D.                                    Inconsideration of the mutual agreements contained herein the parties heretoagree as follows:

 

1.                                       **AMENDMENT**

 

Uponsatisfaction of the conditions set forth in Section 2 hereof, the CreditAgreement is amended as follows:

 

1.1                                 Section 1.1of the Credit Agreement is hereby amended by restating the definition of“Applicable Commitment Fee Percentage” in its entirety to read as follows:

 

““**Applicable Commitment Fee Percentage**”shall mean, for any Fiscal Quarter, the percentage set forth below opposite theConsolidated Total Debt to EBITDA Ratio as of the last day of the precedingFiscal Quarter:

 

----

 
| **Consolidated Total Debt  to EBITDA Ratio**                      |   | **Applicable  Commitment  Fee Percentage** |   |
|-------------------------------------------------------------------|--------|--------------------------------------------|--------|
| equal to or  greater than 2.75 to 1.0                             |   | 0.50                                       | %      |
| equal to or  greater than 2.25 to 1.0  but less than 2.75 to 1.0  |   | 0.45                                       | %      |
| less than  2.25 to 1.0,  but equal to or greater than 1.75 to 1.0 |   | 0.40                                       | %      |
| less than  1.75 to 1.0,  but equal to or greater than 1.25 to 1.0 |   | 0.35                                       | %      |
| less than  1.25 to 1.0  but equal to or greater than 0.75 to 1.0  |   | 0.30                                       | %      |
| less than  0.75 to 1.0                                            |   | 0.25                                       | %      |

 

For purposesof the foregoing, the Applicable Commitment Fee Percentage at any time shall bedetermined by reference to the Consolidated Total Debt to EBITDA Ratio of theCompany as of the last day of the most recently ended Fiscal Quarter and anychange in the Applicable Commitment Fee Percentage shall, except as otherwiseprovided herein, become effective for all purposes on the date the certificateand applicable financial statements described in Sections 6.1.1(a), 6.1.1(b)and 6.1.1(c) are required to be provided for the applicable fiscalperiod; provided, however, that until the certificate andfinancial statements have been delivered to the Administrative Agent for theFiscal Quarter ending December 31, 2002, the Applicable Unused FeePercentage shall be 0.35%; furtherprovided, however, thateffective as of the Allen Telecom Closing Date and until the certificate andfinancial statements have been delivered to the Administrative Agent for theFiscal Quarter ending September 30, 2003, the Consolidated Total Debt toEBITDA Ratio of the Company shall be determined by reference to the ComplianceCertificate delivered pursuant to Section 6.1.1(k) in connectionwith the Allen Telecom Acquisition, but shall in all events be deemed to be notless than 1.75 to 1.0, furtherprovided, however, that inthe event that the Company or any of its Subsidiaries issues any SubordinatedDebt, from the date of the of the issuance thereof and until the certificateand applicable financial statements described in Sections 6.1.1(a),6.1.1(b) and 6.1.1(c) have been delivered to the AdministrativeAgent for the Fiscal Quarter in which such Subordinated Debt is issued, theConsolidated Total Debt to EBITDA Ratio of the Company shall be determined byreference to the Compliance Certificate delivered pursuant to Section 6.1.1(l)in connection with the issuance of such Subordinated Debt. Notwithstanding theforegoing, at any time during which the Company has failed to deliver thecertificate and applicable financial statements described in Sections6.1.1(a), 6.1.1(b) and 6.1.1(c) with respect to a FiscalQuarter (or the Fiscal Year in the case of the fourth Fiscal Quarter) inaccordance with the provisions thereof, the Consolidated Total Debt to EBITDARatio of the Company shall be deemed, solely for purposes of this definition,to be greater than 2.75 to 1.0 until such certificate and the applicablefinancial statements are delivered.”

 

2

----

 

1.2                                 Section 1.1of the Credit Agreement is hereby amended by restating the definition of“Applicable L/C Fee Rate” in its entirety to read as follows:

 

““**Applicable L/C Fee Rate**” shall mean,for any Fiscal Quarter, the percentage set forth below opposite theConsolidated Total Debt to EBITDA Ratio as of the last day of the precedingFiscal Quarter:

 
| **Consolidated Total Debt  to EBITDA Ratio**                      |   | **Applicable  L/C Fee Rate** |   |
|-------------------------------------------------------------------|--------|------------------------------|--------|
| equal to or  greater than 2.75 to 1.0                             |   | 2.50                         | %      |
| equal to or  greater than 2.25 to 1.0  but less than 2.75 to 1.0  |   | 2.25                         | %      |
| less than  2.25 to 1.0,  but equal to or greater than 1.75 to 1.0 |   | 2.00                         | %      |
| less than  1.75 to 1.0,  but equal to or greater than 1.25 to 1.0 |   | 1.75                         | %      |
| less than  1.25 to 1.0  but equal to or greater than 0.75 to 1.0  |   | 1.50                         | %      |
| less than  0.75 to 1.0                                            |   | 1.125                        | %      |

 

For purposesof the foregoing, the Applicable L/C Fee Rate at any time shall be determinedby reference to the Consolidated Total Debt to EBITDA Ratio of the Company asof the last day of the most recently ended Fiscal Quarter and any change in theApplicable L/C Fee Rate shall, except as otherwise provided herein, becomeeffective for all purposes on the date the certificate and applicable financialstatements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c)are required to be provided for the applicable fiscal period; provided, however,that until the certificate and financial statements have been delivered to theAdministrative Agent for the Fiscal Quarter ending December 31, 2002, theApplicable L/C Fee Rate shall be 1.75%; furtherprovided, however,that effective as of the Allen Telecom Closing Date and until the certificateand financial statements have been delivered to the Administrative Agent forthe Fiscal Quarter ending September 30, 2003, the Consolidated Total Debtto EBITDA Ratio of the Company shall be determined by reference to theCompliance Certificate delivered pursuant to Section 6.1.1(k) inconnection with the Allen Telecom Acquisition, but shall in all events bedeemed to be not less than 1.75 to 1.0, furtherprovided, however,that in the event that the Company or any of its Subsidiaries issues anySubordinated Debt, from the date of the of the issuance thereof and until thecertificate and applicable financial statements described in Sections6.1.1(a), 6.1.1(b) and 6.1.1(c) have been delivered to theAdministrative Agent for the Fiscal Quarter in which such Subordinated Debt isissued, the Consolidated Total Debt to EBITDA Ratio of the Company shall bedetermined by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(l)in connection with the issuance of such Subordinated Debt.  Notwithstanding the foregoing, at any timeduring which the Company has failed to deliver the

 

3

----

 

certificateand applicable financial statements described in Sections 6.1.1(a), 6.1.1(b)and 6.1.1(c) with respect to a Fiscal Quarter (or the Fiscal Year in thecase of the fourth Fiscal Quarter) in accordance with the provisions thereof,the Consolidated Total Debt to EBITDA Ratio of the Company shall be deemed,solely for purposes of this definition, to be greater than 2.75 to 1.0 untilsuch certificate and the applicable financial statements are delivered.”

 

1.3                                 Section 1.1of the Credit Agreement is hereby amended by restating the definition of“Applicable Margin” in its entirety to read as follows:

 

““**Applicable Margin**” means, for anyFiscal Quarter, the margin set forth below opposite the Consolidated Total Debtto EBITDA Ratio as of the last day of the preceding Fiscal Quarter:

 
| **Consolidated  Total Debt  to EBITDA Ratio**                     |   | **Applicable  Margin for  Eurocurrency  Rate Loans** |   | **Applicable Margin  For  Base Rate Loans** |   |
|-------------------------------------------------------------------|--------|------------------------------------------------------|--------|---------------------------------------------|--------|
|                                                              |   |                                                 |   |                                        |   |
| equal to or  greater than 2.75 to 1.0                             |   | 2.50                                                 | %      | 1.0                                         | %      |
| less than  2.75 to 1.0  but equal to or greater than 2.25 to 1.0  |   | 2.25                                                 | %      | 0.75                                        | %      |
| less than  2.25 to 1.0,  but equal to or greater than 1.75 to 1.0 |   | 2.00                                                 | %      | 0.50                                        | %      |
| less than  1.75 to 1.0,  but equal to or greater than 1.25 to 1.0 |   | 1.75                                                 | %      | 0.25                                        | %      |
| less than  1.25 to 1.0  but equal to or greater than 0.75 to 1.0  |   | 1.50                                                 | %      | 0                                           | %      |
| less than  0.75 to 1.0                                            |   | 1.125                                                | %      | 0                                           | %      |

 

For purposesof the foregoing, the Applicable Margin at any time shall be determined byreference to the Consolidated Total Debt to EBITDA Ratio of the Company as ofthe last day of the most recently ended Fiscal Quarter and any change in theApplicable Margin shall become effective for all purposes on the date thecertificate and applicable financial statements described in Sections6.1.1(a), 6.1.1(b) and 6.1.1(c) are required to be providedfor the applicable fiscal period; provided, however, that untilthe certificate and financial statements have been delivered to theAdministrative Agent for the Fiscal Quarter ending December 31, 2002, theApplicable Margin for Eurocurrency Rate Committed Loans shall be 1.75% and theApplicable Margin for Base Rate Loans shall be 0.25%; furtherprovided,however, that effective as of the Allen Telecom Closing Date and untilthe certificate and financial statements have been delivered to theAdministrative Agent for the Fiscal Quarter ending September 30, 2003, theConsolidated Total Debt to EBITDA Ratio of the Company shall be determined

 

4

----

 

by referenceto the Compliance Certificate delivered pursuant to Section 6.1.1(k)in connection with the Allen Telecom Acquisition, but shall in all events bedeemed to be not less than 1.75 to 1.0, furtherprovided, however,that in the event that the Company or any of its Subsidiaries issues anySubordinated Debt, from the date of the of the issuance thereof and until thecertificate and applicable financial statements described in Sections6.1.1(a), 6.1.1(b) and 6.1.1(c) have been delivered to theAdministrative Agent for the Fiscal Quarter in which such Subordinated Debt isissued, the Consolidated Total Debt to EBITDA Ratio of the Company shall bedetermined by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(l)in connection with the issuance of such Subordinated Debt.  Notwithstanding the foregoing, at any timeduring which the Company has failed to deliver the certificate and applicablefinancial statements described in Sections 6.1.1(a), 6.1.1(b) and6.1.1(c) with respect to a Fiscal Quarter (or the Fiscal Year in thecase of the fourth Fiscal Quarter) in accordance with the provisions thereof,the Consolidated Total Debt to EBITDA Ratio of the Company shall be deemed,solely for purposes of this definition, to be greater than 2.75 to 1.0 untilsuch certificate and the applicable financial statements are delivered.”

 

1.4                                 Section 6.2.2(b)of the Credit Agreement is hereby restated in its entirety to read as follows:

 

“(b)                           ItsConsolidated Total Debt to EBITDA Ratio to be greater than (x) 2.50 to 1.0 asof the end of any Fiscal Quarter, unless the provisions of the immediatelysucceeding clause (y) are applicable, or (y) if the Company has issued on orbefore August 30, 2003 Subordinated Debt in a single issue in an aggregateprincipal amount equal to or greater than $150,000,000 (i) 2.50 to 1.0 as ofthe end of each Fiscal Quarter through and including the Fiscal Quarter endingJune 30, 2003, (ii) 3.0 to 1.0 as of the end of the Fiscal Quarters endingSeptember 30, 2003 and December 31, 2003, (iii) 2.75 to 1.0 as of theend of the Fiscal Quarter ending March 31, 2004, (iv) 2.50 to 1.0 as ofthe end of the Fiscal Quarter ending June 30, 2004 and as of the end ofeach Fiscal Quarter thereafter.”

 

1.5                                 Section 6.2.10of the Credit Agreement is hereby restated in its entirety to read as follows:

 

“6.2.10            **Restricted Payments**.  The Company will not purchase, redeem orotherwise acquire shares of its capital stock or warrants or options to acquiresuch shares.  Notwithstanding theforegoing, the Company may purchase, redeem or otherwise acquire shares of itscapital stock provided that the aggregate consideration paid for allpurchases, redemptions and/or acquisitions pursuant to this Section 6.2.10from and after the Closing Date shall not as of the date of any such purchase,redemption or acquisition exceed the sum of (x) $125,000,000, plus (y) 10% ofthe Consolidated Tangible Net Worth of the Company.”

 

5

----

 

2.                                       **CONDITIONS PRECEDENT**

 

This Amendmentshall become effective at such time as this Amendment or counterparts thereofshall have been executed by and delivered to the Company, the AdministrativeAgent and Required Lenders and the following conditions precedent have beensatisfied:

 

2.1                                 TheAdministrative Agent shall have received from the Company for the ratablebenefit of the Lenders an amendment fee in the amount specified in a separatefee letter between the Company and the Administrative Agent.

 

3.                                       **MISCELLANEOUS**

 

3.1                                 **Limited Nature of Amendments**.  The parties hereto acknowledge and agreethat the terms and provisions of this Amendment amend, add to and constitute apart of the Credit Agreement.  Except asexpressly modified and amended by the terms of this Amendment, all of the otherterms and conditions of the Credit Agreement and all documents executed inconnection therewith or referred to or incorporated therein remain in fullforce and effect and are hereby ratified, reaffirmed, confirmed and approved.

 

3.2                                 **Conflict**.  If there is an express conflict between the terms of thisAmendment and the terms of the Credit Agreement, or any of the other agreementsor documents executed in connection therewith or referred to or incorporatedtherein, the terms of this Amendment shall govern and control.

 

3.3                                 **Counterparts**.  This Amendment may be executed in one or more counterparts, eachof which shall be deemed to be an original.

 

3.4                                 **Representations and Warranties**.  The Company represents and warrants to theAdministrative Agent and the Lenders as follows: (A) the Company has all necessarypower and authority to execute and deliver this Amendment and perform itsobligations hereunder; (B) this Amendment and the Credit Agreement, as amendedhereby, constitute the legal, valid and binding obligations of the Company andare enforceable against the Company in accordance with their terms; and (C) allrepresentations and warranties of the Company contained in the Credit Agreementand all other agreements, instruments and other writings relating thereto aretrue and complete as of the date hereof.

 

3.5                                 **Governing Law**.  This Amendment shall be construed inaccordance with and governed by and the internal laws of the State of Illinois,without giving effect to choice of law principles.

 

5A

----

 

IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized as of the day and year firstabove written.

 

 
|   | **ANDREW CORPORATION**         |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            |   /s/ M. Jeffrey Gittelman |   |
|   | Name:                          | M. Jeffrey  Gittelman |   |
|   | Title:                         | Vice  President & Treasurer |   |
|   |                           |
|   |                           |
|   | **BANK OF AMERICA, N.A.,**  as |
|   | Administrative Agent           |
|   |                           |
|   |                           |
|   | By:                            |   /s/ Jeffery White |   |
|   | Name:                          | Jeffery  White |   |
|   | Title:                         | Assistant  Vice President |   |
|        |                                |  |  |  |  |  |

 

6

----

 
|   | LENDERS                                                                    |
|--------|----------------------------------------------------------------------------|
|   |                                                                       |
|   | **BANK OF AMERICA, N.A.,**  as a Lender,  L/C Issuer and Swing Line Lender |
|   |                                                                       |
|   |                                                                       |
|   | By:                                                                        |   /s/ Craig W. McGuire |   |
|   | Name:                                                                      | CRAIG W.  McGUIRE |   |
|   | Title:                                                                     | VICE  PRESIDENT |   |
|        |                                                                            |  |  |  |  |

 

7

----

 
|   | **LASALLE BANK NATIONAL  ASSOCIATION,** as a Lender and  Syndication Agent |
|--------|----------------------------------------------------------------------------|
|   |                                                                       |
|   |                                                                       |
|   | By:                                                                        |   /s/ Andrew C. Kahlenberg |   |
|   | Name:                                                                      | Andrew C.  Kahlenberg |   |
|   | Title:                                                                     | Commercial  Banking Officer |   |
|        |                                                                            |  |  |  |  |

 

8

----

 
|   | **U.S. BANK NATIONAL  ASSOCIATION**, as a Lender and  Documentation Agent |
|--------|---------------------------------------------------------------------------|
|   |                                                                      |
|   |                                                                      |
|   | By:                                                                       |   /s/ R. Michael Newton |   |
|   | Name:                                                                     | R. Michael  Newton |   |
|   | Title:                                                                    | Vice  President |   |
|        |                                                                           |  |  |  |  |

 

9

----

 
|   | **HARRIS TRUST AND SAVINGS BANK**,  as a Lender |
|--------|-------------------------------------------------|
|   |                                            |
|   |                                            |
|   | By:                                             |   /s/ Scott M. Ferris |   |
|   | Name:                                           | SCOTT M.  FERRIS |   |
|   | Title:                                          | MANAGING  DIRECTOR |   |
|        |                                                 |  |  |  |  |

 

10

----

 
|   | **NATIONAL CITY BANK,**  as a Lender |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | By:                                  |   /s/ David G. Killpack |   |
|   | Name:                                | David G.  Killpack |   |
|   | Title:                               | Senior Vice  President |   |
|        |                                      |  |  |  |  |

 

11

----

 
|   | **THE NORTHERN TRUST COMPANY,**  as a Lender |
|--------|----------------------------------------------|
|   |                                         |
|   |                                         |
|   | By:                                          |   /s/ Christopher L. McKean |   |
|   | Name:                                        | CHRISTOPHER  L. McKEAN |   |
|   | Title:                                       | SECOND VICE  PRESIDENT |   |
|        |                                              |  |  |  |  |

 

12

----

 
|   | **FIFTH THIRD BANK, CHICAGO,**  as a  Lender |
|--------|----------------------------------------------|
|   |                                         |
|   |                                         |
|   | By:                                          |   /s/ William P. Lavery |   |
|   | Name:                                        | William P.  Lavery |   |
|   | Title:                                       | Vice  President |   |
|        |                                              |  |  |  |  |

 

13

----

 
|   | **BANK OF TOKYO-MITSUBISHI, LTD.,  CHICAGO BRANCH,** as a Lender |
|--------|------------------------------------------------------------------|
|   |                                                             |
|   |                                                             |
|   | By:                                                              |   /s/ Shinichiro Munechika |   |
|   | Name:                                                            | SHINICHIRO  MUNECHIKA |   |
|   | Title:                                                           | DEPUTY  GENERAL MANAGER |   |
|        |                                                                  |  |  |  |  |

 

14

----

 
|   | **MORGAN STANLEY BANK,**  as a Lender |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   |   /s/ Jaap L. Tonckens |   |
|   | Name:                                 | Jaap L.  Tonckens |   |
|   | Title:                                | Vice  President |   |
|   |                                  | Morgan  Stanley Bank |   |
|        |                                       |  |  |  |  |

 

15

----