**Exhibit 10.24**

 

**FIRST AMENDMENT TO**

**AMENDED AND RESTATED CREDIT AGREEMENT**

 

THIS FIRSTAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 2003 (the **“Amendment”**), is entered intoamong (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 ofAmerica”**), as administrative agent (the **“Administrative Agent”**) for the Lenders, (iv) LASALLE NATIONALBANK ASSOCIATION,  as syndication agent(the **‘Syndication Agent”**) and U.S.BANK NATIONAL ASSOCIATION,  asdocumentation agent (the **“ DocumentationAgent”**).

 

**RECITALS:**

 

A.            The Company, theLenders, the Administrative Agent, the Syndication Agent and the DocumentationAgent entered into that Amended and Restated certain Credit Agreement, dated asof December 19, 2002 (the **“Credit Agreement”**).

 

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

 

C.            Capitalized terms usedherein and not otherwise defined shall have the meanings provided for in theCredit Agreement.

 

D.            In consideration ofthe mutual agreements contained herein the parties hereto agree as follows:

 

1.             **AMENDMENT**

 

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

 

1.1           Section 1.1 of theCredit Agreement is hereby amended by adding the following definitions of“Allen Telecom”, “Allen Telecom Acquisition”, “Allen Telecom Closing”,“Consolidated Senior Debt”, Consolidated Senior Debt to EBITDA Ratio”,“Consolidated Tangible Net Worth”, “IRB Letters of Credit” and “Subordinated Debt”in appropriate alphabetical order:

 

“**“Allen Telecom”**  means Allen Telecom Inc., a Delawarecorporation.”

 

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“**“Allen Telecom Acquisition”**  means the acquisition by a wholly-ownedSubsidiary of the Company of substantially all of the assets or all of thecapital stock of Allen Telecom.”

 

“**“Allen Telecom Closing Date”**  means the date on which all conditionsprecedent to the Allen Telecom Acquisition have been satisfied and the AllenTelecom Acquisition has been consummated.”

 

“**“Consolidated Senior Debt”**  means, with respect to any Person at anydate of determination thereof, Consolidated Total Debt of such Person, lesssuch portion, if any, of the Consolidated Total Debt of such Person that iscomprised of Subordinated Debt issued upon terms and conditions and pursuant todocumentation in form and content acceptable to the Administrative Agent.”

 

“**“Consolidated Senior Debt toEBITDA Ratio”**  means,with respect to any Person at any time of determination thereof, the ratio of(i) Consolidated Senior Debt of such Person, to (ii) Consolidated EBITDA ofsuch Person for the four immediately preceding Fiscal Quarters.”

 

“**“Consolidated Tangible Net Worth” **means, with respect to any Personat any date of determination thereof, (i) Consolidated Net Worth of such Personon that date, less (ii) all assets of such Person and its consolidatedSubsidiaries as are properly classified as intangible assets in accordance withGAAP, including customer lists, goodwill, copyrights, trade names, trademarks,patents, unamortized deferred charges, unamortized debt discount andcapitalized research and development costs.”

 

“**“IRB Letters of Credit”**  means, collectively, the three irrevocableletters of credit issued by LaSalle Bank National Association, each datedDecember 24, 2001, naming Bank One, Michigan, as successor Trustee, asbeneficiary, which irrevocable letters of credit are designated as No. S532616in the stated amount of $4,118,357, No. S532618 in the stated amount of$5,147,946 and No. S532619 in the stated amount of $3,088,768, as the same mayfrom time to time be modified, amended or extended.”

 

“**“Subordinated Debt”**  means Indebtedness subordinated to theObligations.”

 

1.2           Section 1.1 of theCredit Agreement is hereby amended by restating the definition of “ApplicableCommitment Fee Percentage” in its entirety to read as follows:

 

“**“Applicable Commitment FeePercentage”**  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:

 

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| **Consolidated Total Debt  to EBITDA Ratio**                      |   | **Applicable  Commitment  Fee Percentage** |   |
|-------------------------------------------------------------------|--------|--------------------------------------------|--------|
| equal to or greater than 2.25 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 Fee Percentageshall be 0.35%; furtherprovided, however, that effectiveas of the Allen Telecom Closing Date and until the certificate and financialstatements have been delivered to the Administrative Agent for the FiscalQuarter ending September 30, 2003, the Consolidated Total Debt to EBITDA Ratioof the Company shall be determined by reference to the Compliance Certificatedelivered pursuant to Section 6.1.1(k) in connection with the AllenTelecom Acquisition, but shall in all events be deemed to be not less than 1.75to 1.0, furtherprovided, however, that in the event thatthe Company or any of its Subsidiaries issues any Subordinated Debt, from thedate of the of the issuance thereof and until the certificate and applicablefinancial statements described in Sections 6.1.1(a), 6.1.1(b) and6.1.1(c) have been delivered to the Administrative Agent for the FiscalQuarter in which such Subordinated Debt is issued, the Consolidated Total Debtto EBITDA Ratio of the Company shall be determined by reference to theCompliance Certificate delivered pursuant to Section 6.1.1(1) inconnection 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 2.25 to 1.0 untilsuch certificate and the applicable financial statements are delivered.”

 

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1.3           Section1.1 of the Credit Agreement is hereby amended by restating the definition of“Applicable Margin” in its entirety to read as follows:

 

“**“Applicable Margin”**means, for any Fiscal Quarter, the margin 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  Margin for  Eurocurrency  Rate Loans** |   | **Applicable  Margin  For  Base Rate Loans** |   |
|-------------------------------------------------------------------|--------|------------------------------------------------------|--------|----------------------------------------------|--------|
|                                                              |   |                                                 |   |                                         |   |
| 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 until the certificate and financialstatements have been delivered to the Administrative Agent for the FiscalQuarter ending September 30, 2003, the Consolidated Total Debt to EBITDA Ratioof the Company shall be determined by reference to the Compliance Certificatedelivered pursuant to Section 6.1.1(k) in connection with the AllenTelecom Acquisition, but shall in all events be deemed to be not less than 1.75to 1.0, furtherprovided, however, that in the event thatthe Company or any of its Subsidiaries issues any Subordinated Debt, from thedate of the of the issuance thereof and until the certificate and applicablefinancial statements described in Sections 6.1.1(a), 6.1.1(b) and6.1.1(c) have been delivered to the Administrative Agent for the FiscalQuarter in which such Subordinated Debt is issued, the Consolidated Total Debtto EBITDA Ratio of the Company shall be determined by reference to theCompliance Certificate

 

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deliveredpursuant to Section 6.1.1(1) in connection with the issuance of suchSubordinated Debt.  Notwithstanding theforegoing, at any time during which the Company has failed to deliver thecertificate and 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 theFiscal Year in the case of the fourth Fiscal Quarter) in accordance with theprovisions thereof, the Consolidated Total Debt to EBITDA Ratio of the Companyshall be deemed, solely for purposes of this definition, to be greater than2.25 to 1.0 until such certificate and the applicable financial statements aredelivered.”

 

1.4           Section 1.1 of theCredit Agreement is hereby amended by restating the definition of “ConsolidatedCapital Expenditures” in its entirety to read as follows:

 

“**“Consolidated CapitalExpenditures”** means, with respect to any Person for any periodof determination, all payments, including without limitation, payments withrespect to Capital Lease Obligations, for any fixed assets or improvements, orreplacements, substitutions or additions thereto, that have a useful life ofmore than one year and which are required to be capitalized under GAAP and,with respect to Allen Telecom from and after the Allen Telecom Closing Date, ifthe applicable period of determination includes any period of time prior to theAllen Telecom Closing Date, Consolidated Capital Expenditures of the Companyshall include the Consolidated Capital Expenditures of Allen Telecom for suchperiod of time prior to the Allen Telecom Closing Date, as is included in theapplicable period of determination, all as determined in accordance with GAAP.”

 

1.5           Section 1.1 of theCredit Agreement is hereby amended by restating the definition of “ConsolidatedEBITDA” in its entirety to read as follows:

 

“**“Consolidated EBITDA”**means, with respect to any Person for any period of determination, ConsolidatedOperating Income of such Person for such period, plus, withoutduplication, (i) depreciation, (ii) amortization and (iii) interest income ofsuch Person and its consolidated Subsidiaries and, in the case of the Company,all non-cash restructuring charges incurred in connection with the AllenTelecom Acquisition  for such period and,with respect to Allen Telecom from and after the Allen Telecom Closing Date, ifthe applicable period of determination includes any period of time prior to theAllen Telecom Closing Date, Consolidated EBITDA of the Company shall becalculated by adding to the Consolidated Operating Income of Allen Telecom thedepreciation, amortization and interest income of Allen Telecom for such periodof time prior to the Allen Telecom Closing Date as is included in theapplicable period of determination, all as determined on a consolidated basisin accordance with GAAP.”

 

1.6           Section 1.1 of theCredit Agreement is hereby amended by restating the definition of “ConsolidatedFixed Charge Coverage Ratio” in its entirety to read as follows:

 

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“**“Consolidated Fixed ChargeCoverage Ratio”** means, with respect to any Person for any periodof determination, the ratio of (i) the remainder of (x) Consolidated EBITDA forthe four immediately preceding Fiscal Quarters, minus (y) Consolidated CapitalExpenditures for the four immediately preceding Fiscal Quarters, to (ii) thesum of (A) cash payments of Consolidated Interest Charges for the fourimmediately preceding Fiscal Quarters, plus (B) scheduled principal payments tobe made on any items of the types described in clauses (a), (c) or (f) of thedefinition of Indebtedness of such Person during the four immediatelysucceeding Fiscal Quarters, plus (c) all cash dividends paid in respect of thecapital stock of such Person during the four immediately preceding Fiscal Quarters.”

 

1.7           Section 1.1 of theCredit Agreement is hereby amended by restating the definition of “ConsolidatedOperating Income” in its entirety to read as follows:

 

“**“Consolidated Operating Income”**means, with respect to any Person for any period of determination, theoperating income of such Person and its consolidated Subsidiaries for suchperiod determined on a consolidated basis in accordance with GAAP, and withrespect to Allen Telecom from and after the Allen Telecom Closing Date, if theapplicable period of determination includes any period of time prior to theAllen Telecom Closing Date, Consolidated Operating Income of the Company shallinclude the operating income of Allen Telecom for such period of time prior tothe Allen Telecom Closing Date as is included in the applicable period ofdetermination, all as determined in accordance with GAAP.”

 

1.8           Section 1.1 of theCredit Agreement is hereby amended by restating the definition of “ConsolidatedInterest Charges” in its entirety to read as follows:

 

“**“Consolidated Interest Charges”**means, with respect to any Person, for any period of determination, the sum of(a) all interest, premium payments, fees, charges and related expenses of suchPerson and its Subsidiaries in connection with borrowed money (includingcapitalized interest) or in connection with the deferred purchase price ofassets, in each case to the extent treated as interest in accordance with GAAP,and (b) the portion of rent expense of such Person and its Subsidiaries withrespect to such period under Capitalized Leases that is treated as interest inaccordance with GAAP and, with respect to Allen Telecom from and after theAllen Telecom Closing Date, if the applicable period of determination includesany period of time prior to the Allen Telecom Closing Date, ConsolidatedInterest Charges of the Company shall include all items of the types describedin the foregoing clauses (a) and (b) of Allen Telecom for such period of timeprior to the Allen Telecom Closing Date as is included in the applicable periodof determination, all as determined in accordance with GAAP.”

 

1.9           Section 1.1 of theCredit Agreement is hereby amended by restating the definition of “L/C Issuer”in its entirety to read as follows:

 

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“**“L/C Issuer”**means(i) LaSalle Bank National Association in its capacity as issuer of Letters ofCredit hereunder consisting solely of the IRB Letters of Credit, and (ii) Bankof America in its capacity as issuer of all Letters of Credit hereunder, otherthan the IRB Letters of Credit, or any successor issuer of Letters of Credithereunder.”

 

1.10         Section 1.1 of the CreditAgreement is hereby amended by restating the definition of “Letter of CreditSublimit” in its entirety to read as follows:

 

“**“Letter of Credit Sublimit”**means an amount equal to the lesser of the Aggregate Commitments and$50,000,000.  The Letter of CreditSublimit is part of, and not in addition to, the Aggregate Commitments.”

 

1.11         Section 2.3 of the CreditAgreement is hereby amended by adding the following thereto as Section 2.3(1):

 

“(1)         **IRB Letters of Credit. **From and after the Allen Telecom ClosingDate, the IRB Letters of Credit shall be deemed to be Letters of Credit issuedunder this Agreement and subject to the terms and conditions hereof.  Borrowers acknowledge and agree that in theevent there is an express conflict between the terms of this Agreement and theterms of any Reimbursement Agreement between any Obligor and LaSalle BankNational Association relating to any IRB Letters of Credit, including, but notlimited to, the reimbursement obligations of any Obligor with respect theretoor the fees payable by any Obligor in connection therewith, the terms of thisAgreement shall govern and control.”

 

1.12         Article II of the CreditAgreement is hereby amended by adding the following thereto as Section 2.13:

 

“2.13       **Increase in Commitments.**

 

“(a)         Providedthere exists no Default, upon notice to the Administrative Agent (which shallpromptly notify the Lenders), the Borrowers may, from time to time through andincluding December 19, 2004, request an increase in the Aggregate Commitmentsby a minimum principal amount (for all such requests) of $5,000,000 or a wholemultiple of $1,000,000 in excess thereof, but in no event exceeding$15,000,000.  At the time of sendingsuch notice, the Borrowers (in consultation with the Administrative Agent)shall specify the time period within which each Lender is requested to respond(which shall in no event be less than ten Business Days from the date ofdelivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such timeperiod whether or not it agrees to increase its Commitment and, if so, whetherby an amount equal to, greater than, or less than its Pro Rata Share of suchrequested increase.  Any Lender notresponding within such time period shall be deemed to have declined to increaseits Commitment.  The AdministrativeAgent shall notify the Borrowers and each Lender of the Lenders’ responses toeach request made hereunder.  To

 

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achieve thefull amount of a requested increase, the Borrowers may also invite additionalEligible Assignees acceptable to the Administrative Agent and the Borrowers tobecome Lenders pursuant to a joinder agreement in form and substancesatisfactory to the Administrative Agent and its counsel.

 

“(b)         Ifthe Aggregate Commitments are increased in accordance with this Section, theAdministrative Agent and the Borrowers shall determine the effective date (the **“Increase Effective Date”**) and the finalallocation of such increase.  TheAdministrative Agent shall promptly notify the Borrowers and the Lenders of thefinal allocation of such increase and the Increase Effective Date.  As a condition precedent to such increase,the Borrowers shall deliver to the Administrative Agent a certificate of eachLoan Party dated as of the Increase Effective Date (in sufficient copies foreach Lender) signed by a Responsible Officer of such Loan Party (i) certifyingand attaching the resolutions adopted by such Loan Party approving orconsenting to such increase, and (ii) in the case of the Borrowers, certifyingthat, before and after giving effect to such increase, (A) the representationsand warranties contained in Article V and the other Loan Documents are true andcorrect on and as of the Increase Effective Date, except to the extent thatsuch representations and warranties specifically refer to an earlier date, inwhich case they are true and correct as of such earlier date, and except thatfor purposes of this Section 2.13, the representations and warranties containedin Sections 5.5 and 5.6 shall be deemed to refer to the most recent statementsfurnished pursuant to subsections (a) and (b), respectively, of Section 6.1.1,and (B) no Default exists.  TheBorrowers shall prepay any Committed Loans outstanding on the IncreaseEffective Date (and pay any additional amounts required pursuant to Section3.5) to the extent necessary to keep the outstanding Committed Loans ratablewith any revised Pro Rata Shares arising from any nonratable increase in theCommitments under this Section.

 

“(c)         ThisSection shall supersede any provisions in Sections 2.13 or 9.1 to thecontrary.  Section 2.13 is sharing ofpayments and section 9.1 is voting on amendments.”

 

1.13         Section 6.1.1 of theCredit Agreement is hereby amended by deleting the word “and” at the end ofsubsection (i) thereof, substituting a semicolon for the period appearing atthe end of subsection (j) thereof and adding the following thereto assubsections (k) and (l):

 

“(k)         onor before the Allen Telecom Closing Date, a Compliance Certificate executed bythe chief financial officer or treasurer (or, if none, the chief financialAuthorized Corporate Officer) of the Company, showing (in reasonable detail andwith appropriate calculations and computations in all respects satisfactory tothe Administrative Agent) compliance, on a pro forma  basis giving effect to the Allen Telecom Acquisition (calculatedon the basis of March 31, 2003 financial statements), with the financialcovenants set forth in Section 6.2.2 and stating that no Default hasoccurred and is continuing, or would occur after giving effect to the AllenTelecom Acquisition, or if there is or would

 

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be any such Default, a statement setting forth details of such Defaultand the action which the Company has taken and/or proposes to take with respectthereto; and

 

“(1)         on or before the date of any issuance ofSubordinated Debt, a Compliance Certificate executed by the chief financialofficer or treasurer (or, if none, the chief financial Authorized CorporateOfficer) of the Company, showing (in reasonable detail and with appropriate calculationsand computations in all respects satisfactory to the Administrative Agent)compliance, on a pro forma basis giving effect to such issuance of SubordinatedDebt, with the financial covenants set forth in Section 6.2.2 andstating that no Default has occurred and is continuing, or would occur aftergiving effect to such issuance of Subordinated Debt, or if there is or would beany such Default, a statement setting forth details of such Default and theaction which the Company has taken and/or proposes to take with respectthereto.”

 

1.14         Section 6.1.5 of theCredit Agreement is hereby restated in its entirety to read as follows:

 

“6.1.5      **Guarantors**.   The Company will cause any Subsidiary that as of the end of anyFiscal Quarter is a Material Subsidiary (other than Allen Telecom or anySubsidiary acquiring the assets of Allen Telecom pursuant to the Allen TelecomAcquisition) that has not previously delivered the documents required by thisSection 6.1.5 to execute and deliver or cause to be delivered to theAdministrative Agent within 30 days of the end of such Fiscal Quarter aGuaranty in the form of Exhibit H duly executed on behalf of suchSubsidiary and accompanied by (i) resolutions of the board of directors orboard of managers of such Subsidiary authorizing the execution, delivery andperformance of the Guaranty by the Subsidiary, certified by the Secretary orAssistant Secretary of such Subsidiary, together with certified copies of theOrganic Documents of such Subsidiary and a certificate of good standing orcertificate of existence from the jurisdiction of such Subsidiary’sincorporation or organization, and (ii) an opinion of such Subsidiary’s legalcounsel, in each case in form and substance acceptable to the AdministrativeAgent.”

 

1.15         Section 6.2.1 of theCredit Agreement is hereby amended by restating clause (h) thereof in itsentirety to read as follows:

 

“(h)         Liens,other than Liens excepted by clauses (a) through (g) above,securing an aggregate amount of Indebtedness not exceeding 15% of the Company’sConsolidated Tangible Net Worth; provided, that Liens, other than Liensexcepted by clauses (a) through (g) above, attaching to orencumbering assets of the Company and its Subsidiaries located within theUnited States shall not be granted to secure on an aggregate amount ofIndebtedness exceeding 5% of the Company’s Consolidated Tangible Net Worth;and”

 

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1.16         Section 6.2.2 of theCredit Agreement is hereby restated in its entirety to read as follows:

 

“6.2.2  **Financial Condition.**  The Company will not permit:

 

“(a)         ItsConsolidated Net Worth to be at any time less than the (x) sum of (i)$1,102,038,400, plus (ii) 50% of its Consolidated Net Income for eachFiscal Quarter commencing with the Fiscal Quarter ending June 30, 2003(calculated without deduction for any net losses), plus (iii) 50% of theproceeds of any Equity Issuance occurring after the Allen Telecom ClosingDate.”

 

“(b)         ItsConsolidated Total Debt to EBITDA Ratio as of the end of any Fiscal Quarter tobe greater than 2.50 to 1.0.

 

“(c)         ItsConsolidated Fixed Charge Coverage Ratio to be less than (i) 1.25 to 1.0through and including the Fiscal Quarter ending June 30, 2003; (ii) 1.75 to 1.0for the Fiscal Quarter ending September 30, 2003; (iii) 2.0 to 1.0 for theFiscal Quarter ending December 31, 2003; (iv) 2.25 to 1.0 for the FiscalQuarter ending March 31, 2004; and (v) 2.50 to 1.0 as of the end of each FiscalQuarter thereafter.

 

“(d)         ItsConsolidated Senior Debt to EBITDA Ratio as of the end of any Fiscal Quarter tobe greater than 2.0 to 1.0.”

 

1.17         Section 6.2.4 of theCredit Agreement is hereby restated in its entirety to read as follows:

 

“6.2.4  **Consolidation, Merger, etc**.  The Company will not, and will not permit anyof its Subsidiaries to, liquidate or dissolve, consolidate with, or merge intoor with, any other corporation, or purchase or otherwise acquire all orsubstantially all of the assets of any Person (or of any division thereof)other than (a) any such transaction among or between Subsidiaries of theCompany as long as the surviving Person (in the case of a liquidation, merger,dissolution or consolidation) or the acquiring Person (in the case of anacquisition) is a wholly-owned Subsidiary of the Company (and if as a resultthereof any such Subsidiary which will cease to exist is a DesignatedSubsidiary, the obligations of such Subsidiary shall be assumed by a Subsidiarywhich is a Designated Subsidiary) or (b) any such transaction involving theCompany if the Company is the surviving corporation, and provided that bothbefore and after giving effect to any such transaction (whether involving theCompany or any of its Subsidiaries), no Default has occurred and is continuingand the Company continues to meet all of its obligations under this Agreementand the other Loan Documents. Notwithstanding the foregoing, the Company will not and will not permitany of its Subsidiaries to consummate any Acquisition unless (i) no Default orEvent of Default shall have occurred and be continuing or would occur or existupon

 

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consummationof the Acquisition, (ii) such Acquisition is of a business operation engaged inthe same or a substantially similar line of business as that engaged in by theCompany or any of its Subsidiaries on the date of the Acquisition, (iii) theprior effective written consent or approval to such Acquisition by the board ofdirectors or equivalent governing body of the acquiree is obtained, (iv) notless than 30 days prior to the effective date of any Acquisition, the Companydelivers to the Administrative Agent a certificate of the chief financialAuthorized Corporate Officer of the Company certifying that after giving effectto such Acquisition the Company’s Consolidated Senior Debt to EBITDA Ratio asof the end of the Fiscal Quarter in which the Acquisition is effectuated willbe at least 0.25 less than that required by Section 6.2.2(d), (v) theaggregate consideration to be paid by the Company and/or any of itsSubsidiaries in connection with the Acquisition in the form of cash, cashequivalents (other than capital stock of the Company and/or any Subsidiary) andIndebtedness assumed by the Company and/or any Subsidiary does not exceed$50,000,000 in the aggregate, and (vi) with respect to any Acquisition in whichthe aggregate consideration to be paid (including the assumption ofliabilities) by the Company or any of its Subsidiaries equals or exceeds$20,000,000, the Company delivers to the Administrative Agent prior writtennotice of such Acquisition in the form of Exhibit K hereto at least 30days prior to the effective date of such Acquisition.”

 

1.18         Section 6.2 of the CreditAgreement is hereby amended by adding the following thereto as Section 6.2.9:

 

“6.2.9  **Consolidated Total Debt**.  The Company will not permit any of itsSubsidiaries to, incur Indebtedness which when taken together with all otherIndebtedness of the Subsidiaries of the Company would cause either (i) theConsolidated Total Debt of all of the Subsidiaries of the Company to exceed 15%of the Consolidated Tangible Net Worth of the Company, or (ii) the ConsolidatedTotal Debt of all such Subsidiaries of the Company as are organized under thelaws of any State of the United States to exceed 5% of the ConsolidatedTangible Net Worth of the Company.”

 

1.19         Section 6.2 of the CreditAgreement is hereby amended by adding the following thereto as Section 6.2.10:

 

“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:

 

“(a)         theCompany may purchase, redeem or otherwise acquire shares of its capital stockfrom the proceeds received from the substantially concurrent issuance by theCompany of (i) equity securities of the Company, and/or (ii) Subordinated Debtof the Company issued upon terms and conditions and pursuant to documentationin form and

 

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contentacceptable to the Administrative Agent, with the consent of the AdministrativeAgent not to be unreasonably withheld; and

 

“(b)         Inaddition to the purchases, redemptions and acquisitions permitted by clause(a) above, the Company may purchase, redeem or otherwise acquire shares ofits capital stock from cash or the proceeds of Indebtedness that wouldconstitute Consolidated Senior Debt provided that the aggregateconsideration paid for all purchases, redemptions and/or acquisitions pursuantto this clause (b) from and after the Closing Date shall not as of the date anysuch purchase, redemption or acquisition is effected exceed 10% of theConsolidated Tangible Net Worth of the Company.”

 

1.20         Section 9.8 of the CreditAgreement is hereby amended by adding the following thereto immediatelyfollowing the existing text thereof:

 

“Notwithstanding anything herein to the contrary, “Information” shallnot include, and the Administrative Agent and each Lender may disclose to anyand all Persons, without limitation of any kind, any information with respectto the “tax treatment” and “tax structure” (in each case, within the meaning ofTreasury Regulation Section 1.6011-4) of the transactions contemplated herebyand all materials of any kind (including opinions or other tax analyses) thatare provided to the Administrative Agent or such Lender relating to such taxtreatment and tax structure; provided that with respect to any documentor similar item that in either case contains information concerning the tax treatmentor tax structure of the transaction as well as other information, this sentenceshall only apply to such portions of the document or similar item that relateto the tax treatment or tax structure of the Loans, Letters of Credit andtransactions contemplated hereby.”

 

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           The AdministrativeAgent shall have received from the Company a Certificate of Secretary of theCompany, together with true and correct copies of the Certificate ofIncorporation and Bylaws of the Company, true and correct copies of theResolutions of the Board of Directors of the Company authorizing or ratifyingthe execution, delivery, and performance of this Amendment, and the names ofthe officers of the Company authorized to sign this Amendment, together with asample of the true signature of each such officer.

 

2.2           The AdministrativeAgent shall have received an opinion addressed to the Administrative Agent andall Lenders from Gardner Carton Douglas LLC, counsel to the Company, as to theexecution, delivery and performance by the Company of this Amendment and inform and content acceptable to the Administrative Agent.

 

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2.3           The AdministrativeAgent shall have received a Reaffirmation Agreement executed on behalf of theGuarantor in form and content acceptable to the Administrative Agent.

 

2.4           The AdministrativeAgent shall have received evidence satisfactory to it that all conditionsprecedent to the Allen Telecom Acquisition have been satisfied and that the Allen Telecom Acquisition has beenfully consummated.

 

2.5           The AdministrativeAgent shall have received evidence satisfactory to it that the Notes issued byAllen Telecom having an approximate current outstanding principal amount of$50,000,000 and bearing interest at 6-3/4% have been assigned and assumed bythe Company and otherwise restructured upon terms and conditions acceptable tothe 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 this Amendmentand the terms of the Credit Agreement, or any of the other agreements ordocuments 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 allnecessary power and authority to execute and deliver this Amendment and performits obligations hereunder; (B) this Amendment and the Credit Agreement, asamended hereby, constitute the legal, valid and binding obligations of theCompany and are enforceable against the Company in accordance with their terms;and (C) all representations and warranties of the Company contained in theCredit Agreement and all other agreements, instruments and other writingsrelating thereto are true 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.

 

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IN WITNESS WHEREOF,  the parties hereto have caused thisAmendment to be executed by their respective officers thereunto duly authorizedas of the day and year first above 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/ David A. Johanson |   |
|   | Name:                                              | David A. Johanson |   |
|   | Title:                                             | Vice President |   |
|        |                                                    |  |  |  |  |  |  |  |

 

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|   | 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 |   |
|        |                                                                           |  |  |  |  |

 

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|   | **LASALLE BANK NATIONAL  ASSOCIATION**, as a Lender and  Syndication Agent |
|--------|----------------------------------------------------------------------------|
|   |                                                                       |
|   |                                                                       |
|   | By:                                                                        | /s/ John C. Thurston |   |
|   | Name:                                                                      | JOHN C. THURSTON |   |
|   | Title:                                                                     | FIRST VICE PRESIDENT |   |
|        |                                                                            |  |  |  |  |

 

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

 

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|   | **HARRIS TRUST AND SAVINGS BANK**,****as a Lender |
|--------|---------------------------------------------------|
|   |                                              |
|   |                                              |
|   | By:                                               | /s/ Peter Stack |   |
|   | Name:                                             | PETER STACK |   |
|   | Title:                                            | VP |   |
|        |                                                   |  |  |  |  |

 

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|   | **NATIONAL CITY BANK**,****as a Lender |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Richard H. Michalik |   |
|   | Name:                                  | RICHARD H. MICHALIK |   |
|   | Title:                                 | SVP |   |
|        |                                        |  |  |  |  |

 

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

 

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

 

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

 

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

 

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