Exhibit 10.25


 


SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SECOND
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 4,
2003 (the “Amendment”), is entered
into among (i) ANDREW CORPORATION, a Delaware corporation (the “Company”), (ii) the various financial
institutions 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 “Administrative
Agent”) for the Lenders, (iv) LASALLE NATIONAL BANK ASSOCIATION, as
syndication agent (the “Syndication Agent”)
and U.S. BANK NATIONAL ASSOCIATION, as documentation agent (the “ Documentation Agent”).


 


R  E  C  I
T  A  L  S:


 


A.                                   The
Company, the Lenders, the Administrative Agent, the Syndication Agent and the
Documentation Agent entered into that certain Amended and Restated Credit
Agreement, dated as of December 19, 2002, as amended by a First Amendment
to Amended and Restated Credit Agreement, dated as of June 30, 2003 (the “Credit Agreement”).


 


B.                                     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 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 the
Consolidated Total Debt to EBITDA Ratio as of the last day of the preceding
Fiscal 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 purposes
of the foregoing, the Applicable Commitment Fee Percentage at any time shall be
determined by reference to the Consolidated Total Debt to EBITDA Ratio of the
Company as of the last day of the most recently ended Fiscal Quarter and any
change in the Applicable Commitment Fee Percentage shall, except as otherwise
provided herein, become effective for all purposes on the date the certificate
and 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 fiscal
period; provided, however, that until the certificate and
financial statements have been delivered to the Administrative Agent for the
Fiscal Quarter ending December 31, 2002, the Applicable Unused Fee
Percentage shall be 0.35%; further  provided, however, that
effective as of the Allen Telecom Closing Date and until the certificate and
financial statements have been delivered to the Administrative Agent for the
Fiscal Quarter ending September 30, 2003, the Consolidated Total Debt to
EBITDA Ratio of the Company shall be determined by reference to the Compliance
Certificate delivered pursuant to Section 6.1.1(k) in connection
with the Allen Telecom Acquisition, but shall in all events be deemed to be not
less than 1.75 to 1.0, further  provided, however, that in
the event that the Company or any of its Subsidiaries issues any Subordinated
Debt, from the date of the of the issuance thereof and until the certificate
and applicable financial statements described in Sections 6.1.1(a),
6.1.1(b) and 6.1.1(c) have been delivered to the Administrative
Agent for the Fiscal Quarter in which such Subordinated Debt is issued, the
Consolidated Total Debt to EBITDA Ratio of the Company shall be determined 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 time during which the Company has failed to deliver the
certificate 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 the Fiscal Year in the case 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 until such certificate and the applicable
financial statements are delivered.”


 


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1.2                                 Section 1.1
of 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 the
Consolidated Total Debt to EBITDA Ratio as of the last day of the preceding
Fiscal 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 purposes
of the foregoing, the Applicable L/C Fee Rate at any time shall be determined
by reference to the Consolidated Total Debt to EBITDA Ratio of the Company as
of the last day of the most recently ended Fiscal Quarter and any change in the
Applicable L/C Fee Rate shall, except as otherwise provided herein, become
effective for all purposes on the date the certificate and 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 fiscal period; provided, however,
that until the certificate and financial statements have been delivered to the
Administrative Agent for the Fiscal Quarter ending December 31, 2002, the
Applicable L/C Fee Rate shall be 1.75%; further  provided, however,
that effective as of the Allen Telecom Closing Date and until the certificate
and financial statements have been delivered to the Administrative Agent for
the Fiscal Quarter ending September 30, 2003, the Consolidated Total Debt
to EBITDA Ratio of the Company shall be determined by reference to the
Compliance Certificate delivered pursuant to Section 6.1.1(k) in
connection with the Allen Telecom Acquisition, but shall in all events be
deemed to be not less than 1.75 to 1.0, further  provided, however,
that in the event that the Company or any of its Subsidiaries issues any
Subordinated Debt, from the date of the of the issuance thereof and until the
certificate and applicable financial statements described in Sections
6.1.1(a), 6.1.1(b) and 6.1.1(c) have been delivered to the
Administrative Agent for the Fiscal Quarter in which such Subordinated Debt is
issued, the Consolidated Total Debt to EBITDA Ratio of the Company shall be
determined 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 time
during which the Company has failed to deliver the


 


3

















 


certificate
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 the Fiscal Year in the
case 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 until
such certificate and the applicable financial statements are delivered.”


 


1.3                                 Section 1.1
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 the Consolidated Total Debt
to 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 purposes
of the foregoing, the Applicable Margin at any time shall be determined by
reference to the Consolidated Total Debt to EBITDA Ratio of the Company as of
the last day of the most recently ended Fiscal Quarter and any change in the
Applicable Margin shall become effective for all purposes on the date the
certificate and 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 fiscal period; provided, however, that until
the certificate and financial statements have been delivered to the
Administrative Agent for the Fiscal Quarter ending December 31, 2002, the
Applicable Margin for Eurocurrency Rate Committed Loans shall be 1.75% and the
Applicable Margin for Base Rate Loans shall be 0.25%; further  provided,
however, that effective as of the Allen Telecom Closing Date and until
the certificate and financial statements have been delivered to the
Administrative Agent for the Fiscal Quarter ending September 30, 2003, the
Consolidated Total Debt to EBITDA Ratio of the Company shall be determined


 


4

















 


by reference
to the Compliance Certificate delivered pursuant to Section 6.1.1(k)
in connection with the Allen Telecom Acquisition, but shall in all events be
deemed to be not less than 1.75 to 1.0, further  provided, however,
that in the event that the Company or any of its Subsidiaries issues any
Subordinated Debt, from the date of the of the issuance thereof and until the
certificate and applicable financial statements described in Sections
6.1.1(a), 6.1.1(b) and 6.1.1(c) have been delivered to the
Administrative Agent for the Fiscal Quarter in which such Subordinated Debt is
issued, the Consolidated Total Debt to EBITDA Ratio of the Company shall be
determined 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 time
during which the Company has failed to deliver the certificate 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 the Fiscal Year in the
case 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 until
such 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)                           Its
Consolidated Total Debt to EBITDA Ratio to be greater than (x) 2.50 to 1.0 as
of the end of any Fiscal Quarter, unless the provisions of the immediately
succeeding clause (y) are applicable, or (y) if the Company has issued on or
before August 30, 2003 Subordinated Debt in a single issue in an aggregate
principal amount equal to or greater than $150,000,000 (i) 2.50 to 1.0 as of
the end of each Fiscal Quarter through and including the Fiscal Quarter ending
June 30, 2003, (ii) 3.0 to 1.0 as of the end of the Fiscal Quarters ending
September 30, 2003 and December 31, 2003, (iii) 2.75 to 1.0 as of the
end of the Fiscal Quarter ending March 31, 2004, (iv) 2.50 to 1.0 as of
the end of the Fiscal Quarter ending June 30, 2004 and as of the end of
each Fiscal Quarter thereafter.”


 


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


 


“6.2.10            Restricted Payments.  The Company will not purchase, redeem or
otherwise acquire shares of its capital stock or warrants or options to acquire
such shares.  Notwithstanding the
foregoing, the Company may purchase, redeem or otherwise acquire shares of its
capital stock provided that the aggregate consideration paid for all
purchases, redemptions and/or acquisitions pursuant to this Section 6.2.10
from 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% of
the Consolidated Tangible Net Worth of the Company.”


 


5

















 


2.                                       CONDITIONS PRECEDENT


 


This Amendment
shall become effective at such time as this Amendment or counterparts thereof
shall have been executed by and delivered to the Company, the Administrative
Agent and Required Lenders and the following conditions precedent have been
satisfied:


 


2.1                                 The
Administrative Agent shall have received from the Company for the ratable
benefit of the Lenders an amendment fee in the amount specified in a separate
fee letter between the Company and the Administrative Agent.


 


3.                                       MISCELLANEOUS


 


3.1                                 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.


 


3.2                                 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.


 


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


 


3.4                                 Representations and Warranties.  The Company represents and warrants to the
Administrative Agent and the Lenders as follows: (A) the Company 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
are enforceable against the Company 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.


 


3.5                                 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.


 


5A

















 


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/ 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