Exhibit 10.2


 


EXECUTION
COPY


 


AMENDMENT
NO. 2 TO PURCHASE AND SALE AGREEMENT


 


This AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”)
dated as of December 28, 2007, is by and among ASC Signal Corporation, a
corporation incorporated under the laws of Delaware (the “Purchaser”),
Andrew Corporation, a Delaware corporation (“Andrew”), and Andrew Canada
Inc., Andrew Limited, Andrew Holdings (Germany) GmbH, (each a “Seller”,
and collectively with Andrew, the “Sellers”).  Purchaser and Sellers may be referred to
individually as a “Party”
and collectively as the “Parties.”


 


WHEREAS, the Parties have previously entered
into that certain Purchase and Sale Agreement (the “Original Agreement”),
made as of November 5, 2007;


 


WHEREAS, the Parties have previously entered into that
certain Amendment No. 1 to Purchase and Sale Agreement, made as of December 20,
2007, amending the Original Agreement;


 


WHEREAS, the Purchaser has requested an extension of certain
deadlines contained in the Original Agreement to allow it to secure the
financing needed to fund its acquisition of the Business;


 


WHEREAS, in an effort to facilitate such request, the Sellers
have agreed to extend certain deadlines contained in the Original Agreement in
connection with the Purchaser’s efforts to secure adequate financing; and


 


WHEREAS, the Parties desire to further amend the
Original Agreement, as permitted by Section 13.2 thereof;


 


NOW, THEREFORE, in consideration of the premises and
the mutual agreements and covenants set forth herein, the Parties agree as
follows:


 


1.                                       Amendment to Section 9.1.  Section 9.1
of the Original Agreement is hereby amended to (i) delete “November 30,
2007” from this Section and replace such date with “January 31, 2008”
and (ii) delete “12:01 a.m. (central standard time)” from this Section and
replace such time with “the close of business (central standard time)”.


 


2.                                       Amendment to Section 10.1(b).  Section 10.1(b) of
the Original Agreement is hereby amended to delete “December 30, 2007”
from this Section and replace such date with “January 31, 2008”.


 


3.                                       Amendment to Section 11.9.  Section 11.9
of the Original Agreement is hereby amended and restated as follows:


 


Effective as of February 1,
2008, the Purchaser shall, or shall cause an Affiliate of the Purchaser to,
take all action necessary or otherwise appropriate to have the entity employing
Transferred US Employees adopt and become a participating employer in a
cafeteria plan within the meaning of Section 125 of the Code maintained
for the benefit of the 


 


 

















 


Transferred US
Employees and their dependents that provides those benefits set forth on Schedule
11.1(a)(ii).  The Code Section 125
plan of the Sellers and their Affiliates shall retain all liabilities with
respect to reimbursements made to Transferred US Employees through and
including January 31, 2008.


 


4.                                       Non-Waiver of Rights under Agreement. 
This Second Amendment is made without prejudice to, and does not
constitute a waiver of, any of the Sellers’ or Purchaser’s rights or remedies
contained in, or related to, the Original Agreement, as amended, or pursuant to
applicable Law.


 


5.                                       Effect of Amendment; Entire Agreement. 
Except as and to the extent expressly modified by this Second Amendment
or by other amendments, the Original Agreement shall remain in full force and
effect in all respects.  The Original
Agreement, as amended, contains the entire agreement of the Parties on the
subject matter of the Original Agreement and neither Purchaser nor Sellers
shall have any rights or obligations to each other except as explicitly
provided for in the Original Agreement, as amended.  Each reference to “hereof,” “herein,” “hereby,”
and “this Second Agreement” in the Original Agreement shall from and after the
date hereof refer to the Original Agreement, as amended.  Notwithstanding anything to the contrary
herein, the date of the Original Agreement, as amended hereby, shall in all
instances remain as November 5, 2007, and references in the Original
Agreement to “the date first above written,” “the date of this Agreement,” and
similar references shall continue to refer to November 5, 2007.


 


6.                                       Miscellaneous. 
The construction, interpretation, and performance of this Second
Amendment shall be governed by the internal laws of Illinois.  This Second Amendment may be executed in one
or more counterparts, each of which independently shall share the same effect
as if it were the original, and all of which taken together shall constitute
one and the same Amendment.


 


(Signature
Page Follows)


 


 


2

















 


 


IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be
executed as of the date first written above.


 


 


	
   

  	
  ASC
  SIGNAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Bassem Mansour

  
	
   

  	
   

  	
  Name:

  	
  Basem Mansour

  
	
   

  	
   

  	
  Title:

  	
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ANDREW
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Frank B. Wyatt, II

  
	
   

  	
   

  	
  Name:

  	
  Frank B. Wyatt, II

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ANDREW
  CANADA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jude Panetta

  
	
   

  	
   

  	
  Name:

  	
  Jude Panetta

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ANDREW
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Mark Olson

  
	
   

  	
   

  	
  Name:

  	
  Mark Olson

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  	
   

  
					



 


 


 


 


 


 


 


 


Amendement
No. 2 to Purchase and Sale Agreement


 


 

















	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANDREW
  HOLDINGS (GERMANY) 

  GMBH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ F. Willis Caruso,
  Jr.

  
	
   

  	
   

  	
  Name:

  	
  F. Willis Caruso, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Managing Director