lhex10_1.htm


    Exhibit
      10.1

    


     

    FIRST
      SUPPLEMENTAL INDENTURE

     

    Dated
      as
      of December 27, 2007

     

    to

     

    INDENTURE

     

    Dated
      as
      of August 8, 2003

     

    ANDREW
      CORPORATION

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A.,

     

    as
      Trustee

     

    


     

    31⁄4%
      Convertible Subordinated Notes due 2013

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    FIRST
      SUPPLEMENTAL INDENTURE

     

    FIRST
      SUPPLEMENTAL INDENTURE, dated as of December 27, 2007 (the “Supplemental
      Indenture”), among Andrew Corporation, a Delaware corporation (the “Company”)
      and The Bank of New York Trust Company, N.A. as trustee (the
“Trustee”).

     

    WITNESSETH:

     

    WHEREAS,
      the Company and the Trustee (then known as BNY Midwest Trust Company) entered
      into an indenture, dated as of August 8, 2003 (the “Indenture”), relating to the
      Company’s 31⁄4% Convertible Subordinated Notes due 2013 (the
“Securities”);

     

    WHEREAS,
      the Company, CommScope, Inc., a Delaware corporation (“CommScope”) and its
      indirect wholly-owned subsidiary DJRoss, Inc. (“DJRoss”) have entered into an
      Agreement and Plan of Merger, dated as of June 26, 2007, pursuant to which,
      substantially concurrently with the execution and delivery of this Supplemental
      Indenture, DJRoss will merge with and into the Company (the “Merger”), and the
      Company will survive and become an indirect wholly-owned subsidiary of
      CommScope;

     

    WHEREAS,
      pursuant to the Merger, each outstanding share of common stock, par value $0.01
      per share, of the Company (the “Common Stock”) is being converted into 0.031543
      of a share of common stock, par value $0.01 per share, of CommScope (“CommScope
      Common Stock”) and $13.50 in cash;

     

    WHEREAS,
      Section 15.06 of the Indenture requires that, in connection with the Merger,
      a
      supplemental indenture be executed and delivered providing that, after the
      Merger, each Security shall be convertible into the kind and amount of
      consideration receivable in the Merger by holders of the number of shares of
      Common Stock of the Company issuable upon conversion of such Security
      immediately prior to the Merger;

     

    WHEREAS,
      in accordance with Sections 9.05, 10.03, 13.05 and 15.06 of the Indenture,
      the
      Company is concurrently delivering to the Trustee an Officers’ Certificate and
      an Opinion of Counsel; and

     

    WHEREAS,
      the execution and delivery of this Supplemental Indenture have been duly
      authorized and all conditions and requirements necessary to make this
      Supplemental Indenture a valid and binding agreement have been duly performed
      and complied with.

     

    NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the Company and
      the
      Trustee hereby agree for the equal and proportionate benefit of all of the
      Securityholders as follows:

     

    1.  For
      the
      purposes of this Supplemental Indenture, except as otherwise herein expressly
      provided or unless the context otherwise requires, the capitalized terms and
      expressions used herein shall have the same meaning as corresponding terms
      and
      expressions used in the Indenture.

     

    2.  Pursuant
      to the provisions of Section 15.06 of the Indenture, from and after the
      effective time of the Merger, the Securities shall no longer be convertible
      into
      shares of Common Stock of the Company but instead shall be convertible, as
      follows: upon the terms and conditions (including but not limited to the
      conditions for convertibility) of the Indenture, prior to the final maturity
      date of the Securities, each Securityholder has the right, at its option, to
      convert each $1,000 principal amount of Securities into $986.15 in cash
      and 2.304159 shares of CommScope Common Stock (such shares of CommScope
      Common Stock and cash issuable per $1,000 principal amount of Securities being
      referred to herein as the “Conversion Rate” and replacing the definition of
      Conversion Rate contained in Section 15.04 of the Indenture), as such shares
      shall be constituted at the date of conversion and subject to adjustment from
      time to time and payments in lieu of fractional shares as provided in the
      Indenture, upon surrender of such Security and upon compliance with the
      procedures set forth in the Indenture. Each reference in the Indenture and
      each
      Security that refers to the delivery of Common Stock upon conversion of a
      Security shall be read to reflect the provisions of this Section 2.

     

    3.  In
      accordance with Section 15.06 of the Indenture, from and after the effective
      time of the Merger, adjustments to the Conversion Rate (as defined in Section
      2
      of this Supplemental Indenture) are to be as nearly equivalent as practicable
      to
      the adjustments provided for in Article 15 of the Indenture.

     

    4.  Except
      as
      expressly amended hereby, the Indenture is in all respects ratified and
      confirmed by the Company and the Trustee, and all the terms, conditions and
      provisions shall remain in full force and effect. The Trustee accepts the trusts
      created by the Indenture, as amended and supplemented by this Supplemental
      Indenture and agrees to perform the same upon the terms and conditions of the
      Indenture as amended and supplemented by this Supplemental
      Indenture.

     

    5.  This
      Supplemental Indenture shall form a part of the Indenture for all purposes,
      and
      every holder of Securities heretofore or hereafter authenticated shall be bound
      hereby.

     

    6.  This
      Supplemental Indenture may be executed in any number of counterparts each of
      which when so executed shall be deemed to be an original, and all of such
      counterparts shall together constitute one and the same instrument.

     

    7.  This
      Supplemental Indenture shall be deemed to be a contract made under the laws
      of
      the State of New York and for all purposes shall be governed by and construed
      in
      accordance with such laws.

     

    8.  The
      Trustee makes no representations as to the validity or sufficiency of this
      Supplemental Indenture.  The recitals and statements herein are deemed
      to be those of the Company and not of the Trustee.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
      to
      be executed all as of the day and year first above written.

     

     

    
      	 	Andrew
              Corporation	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Frank
              B. Wyatt, II	 
	 	 	Name: 
Frank
              B. Wyatt,
              II	 
	 	 	Title :  
Senior
              Vice President, General Counsel 
                          and
                Secretary

            	 
	 	 	 	 


    

     

     

    
      	 	The
              Bank of New York Trust Company, N.A., as Trustee	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ J.
              Bartolini	 
	 	 	Name: 
              J. Bartolini 	 
	 	 	Title:   
              Vice President