Second Amendment to Credit Agreement



 Exhibit 10.1 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of
July 13, 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. 
 RECITALS: 
 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 (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 Section 1.1 of the Credit Agreement is hereby amended by
adding the following definitions of “CommScope” and “CommScope Merger Transaction” in appropriate alphabetical order: 
 ““CommScope” means CommScope, Inc. 
 ““CommScope Merger
Transaction” means the proposed merger transaction between CommScope and the Company as announced in the June 27, 2007 press release by CommScope and the Company.” 
 1.2 Section 1.1 of the Credit Agreement is hereby amended by restating paragraph (c) of the definition of Change of Control to read as follows:

 “(c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have
entered into a contract or 








 
arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling
influence over the management or policies of the Company, or control over the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking
into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing 30% or more of the combined voting power of such securities; provided, however, that any contract or
arrangement entered into between CommScope and the Company in furtherance of the CommScope Merger Transaction will not be taken into account for purposes of this paragraph (c) until 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.” 
  

	2.	CONDITIONS PRECEDENT 

 This Amendment shall
become effective at such time as the Administrative Agent has received counterparts of this Amendment executed by the Borrowers and the Required Lenders and the Administrative Agent. 
  

	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. 
  

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 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 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/ F. Willis Caruso, Jr.

	Name:	 	F. Willis Caruso, Jr.
	Title:	 	VICE PRESIDENT
	
	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/ Haig Garabedian

	 Name:
	 	 HAIG GARABEDIAN

	 Title:
	 	 VICE PRESIDENT



  

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

	 Name:
	 	 NAGHMEH 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 M. Potter

	 Name:
	 	 Corinne M. 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/ Hirotsugu Hayashi

	 Name:
	 	 Hirotsugu Hayashi

	 Title:
	 	 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/ Raymond Ventura

	 Name:
	 	 Raymond Ventura

	 Title:
	 	 Deputy General Manager



  

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	BANCA NAZIONALE DEL LAVORO SPA, NEW YORK BRANCH, as a Lender
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



  

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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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