Exhibit 10.24


 


FIRST AMENDMENT TO


AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 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 Amended and Restated certain Credit Agreement, dated as
of December 19, 2002 (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 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 Delaware
corporation.”


 

















 


““Allen Telecom Acquisition”  means the acquisition by a wholly-owned
Subsidiary of the Company of substantially all of the assets or all of the
capital stock of Allen Telecom.”


 


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


 


““Consolidated Senior Debt”  means, with respect to any Person at any
date of determination thereof, Consolidated Total Debt of such Person, less
such portion, if any, of the Consolidated Total Debt of such Person that is
comprised of Subordinated Debt issued upon terms and conditions and pursuant to
documentation in form and content acceptable to the Administrative Agent.”


 


““Consolidated Senior Debt to
EBITDA 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 of
such Person for the four immediately preceding Fiscal Quarters.”


 


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


 


““IRB Letters of Credit”  means, collectively, the three irrevocable
letters of credit issued by LaSalle Bank National Association, each dated
December 24, 2001, naming Bank One, Michigan, as successor Trustee, as
beneficiary, which irrevocable letters of credit are designated as No. S532616
in 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 may
from time to time be modified, amended or extended.”


 


““Subordinated Debt”  means Indebtedness subordinated to the
Obligations.”


 


1.2           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:


 


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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 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(1) 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 2.25 to 1.0 until
such certificate and the applicable financial statements are delivered.”


 


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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 2.25 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 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


 


4

















 


delivered
pursuant to Section 6.1.1(1) 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
2.25 to 1.0 until such certificate and the applicable financial statements are
delivered.”


 


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


 


““Consolidated Capital
Expenditures” means, with respect to any Person for any period
of determination, all payments, including without limitation, payments with
respect to Capital Lease Obligations, for any fixed assets or improvements, or
replacements, substitutions or additions thereto, that have a useful life of
more 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, if
the applicable period of determination includes any period of time prior to the
Allen Telecom Closing Date, Consolidated Capital Expenditures of the Company
shall include the Consolidated Capital Expenditures of Allen Telecom for such
period of time prior to the Allen Telecom Closing Date, as is included in the
applicable period of determination, all as determined in accordance with GAAP.”


 


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


 


““Consolidated EBITDA”
means, with respect to any Person for any period of determination, Consolidated
Operating Income of such Person for such period, plus, without
duplication, (i) depreciation, (ii) amortization and (iii) interest income of
such Person and its consolidated Subsidiaries and, in the case of the Company,
all non-cash restructuring charges incurred in connection with the Allen
Telecom Acquisition  for such period and,
with respect to Allen Telecom from and after the Allen Telecom Closing Date, if
the applicable period of determination includes any period of time prior to the
Allen Telecom Closing Date, Consolidated EBITDA of the Company shall be
calculated by adding to the Consolidated Operating Income of Allen Telecom the
depreciation, amortization and interest income of Allen Telecom for such period
of time prior to the Allen Telecom Closing Date as is included in the
applicable period of determination, all as determined on a consolidated basis
in accordance with GAAP.”


 


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


 


5

















 


““Consolidated Fixed Charge
Coverage Ratio” means, with respect to any Person for any period
of determination, the ratio of (i) the remainder of (x) Consolidated EBITDA for
the four immediately preceding Fiscal Quarters, minus (y) Consolidated Capital
Expenditures for the four immediately preceding Fiscal Quarters, to (ii) the
sum of (A) cash payments of Consolidated Interest Charges for the four
immediately preceding Fiscal Quarters, plus (B) scheduled principal payments to
be made on any items of the types described in clauses (a), (c) or (f) of the
definition of Indebtedness of such Person during the four immediately
succeeding Fiscal Quarters, plus (c) all cash dividends paid in respect of the
capital stock of such Person during the four immediately preceding Fiscal Quarters.”


 


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


 


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


 


1.8           Section 1.1 of the
Credit Agreement is hereby amended by restating the definition of “Consolidated
Interest 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 such
Person and its Subsidiaries in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, 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 with
respect to such period under Capitalized Leases that is treated as interest in
accordance with GAAP and, with respect to Allen Telecom from and after the
Allen Telecom Closing Date, if the applicable period of determination includes
any period of time prior to the Allen Telecom Closing Date, Consolidated
Interest Charges of the Company shall include all items of the types described
in the foregoing clauses (a) and (b) of Allen Telecom for such period of time
prior to the Allen Telecom Closing Date as is included in the applicable period
of determination, all as determined in accordance with GAAP.”


 


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


 


6

















 


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


 


1.10         Section 1.1 of the Credit
Agreement is hereby amended by restating the definition of “Letter of Credit
Sublimit” 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 Credit
Sublimit is part of, and not in addition to, the Aggregate Commitments.”


 


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


 


“(1)         IRB Letters of Credit.  From and after the Allen Telecom Closing
Date, the IRB Letters of Credit shall be deemed to be Letters of Credit issued
under this Agreement and subject to the terms and conditions hereof.  Borrowers acknowledge and agree that in the
event there is an express conflict between the terms of this Agreement and the
terms of any Reimbursement Agreement between any Obligor and LaSalle Bank
National Association relating to any IRB Letters of Credit, including, but not
limited to, the reimbursement obligations of any Obligor with respect thereto
or the fees payable by any Obligor in connection therewith, the terms of this
Agreement shall govern and control.”


 


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


 


“2.13       Increase in Commitments.


 


“(a)         Provided
there exists no Default, upon notice to the Administrative Agent (which shall
promptly notify the Lenders), the Borrowers may, from time to time through and
including December 19, 2004, request an increase in the Aggregate Commitments
by a minimum principal amount (for all such requests) of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof, but in no event exceeding
$15,000,000.  At the time of sending
such 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 of
delivery of such notice to the Lenders). 
Each Lender shall notify the Administrative Agent within such time
period whether or not it agrees to increase its Commitment and, if so, whether
by an amount equal to, greater than, or less than its Pro Rata Share of such
requested increase.  Any Lender not
responding within such time period shall be deemed to have declined to increase
its Commitment.  The Administrative
Agent shall notify the Borrowers and each Lender of the Lenders’ responses to
each request made hereunder.  To


 


7

















 


achieve the
full amount of a requested increase, the Borrowers may also invite additional
Eligible Assignees acceptable to the Administrative Agent and the Borrowers to
become Lenders pursuant to a joinder agreement in form and substance
satisfactory to the Administrative Agent and its counsel.


 


“(b)         If
the Aggregate Commitments are increased in accordance with this Section, the
Administrative Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final
allocation of such increase.  The
Administrative Agent shall promptly notify the Borrowers and the Lenders of the
final 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 each
Loan Party dated as of the Increase Effective Date (in sufficient copies for
each Lender) signed by a Responsible Officer of such Loan Party (i) certifying
and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase, and (ii) in the case of the Borrowers, certifying
that, before and after giving effect to such increase, (A) the representations
and warranties contained in Article V and the other Loan Documents are true and
correct on and as of the Increase Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in
which case they are true and correct as of such earlier date, and except that
for purposes of this Section 2.13, the representations and warranties contained
in Sections 5.5 and 5.6 shall be deemed to refer to the most recent statements
furnished pursuant to subsections (a) and (b), respectively, of Section 6.1.1,
and (B) no Default exists.  The
Borrowers shall prepay any Committed Loans outstanding on the Increase
Effective Date (and pay any additional amounts required pursuant to Section
3.5) to the extent necessary to keep the outstanding Committed Loans ratable
with any revised Pro Rata Shares arising from any nonratable increase in the
Commitments under this Section.


 


“(c)         This
Section shall supersede any provisions in Sections 2.13 or 9.1 to the
contrary.  Section 2.13 is sharing of
payments and section 9.1 is voting on amendments.”


 


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


 


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


 


8

















 


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


 


“(1)         on or before the date of any issuance of
Subordinated Debt, a Compliance Certificate executed by the chief financial
officer or treasurer (or, if none, the chief financial Authorized Corporate
Officer) of the Company, showing (in reasonable detail and with appropriate calculations
and computations in all respects satisfactory to the Administrative Agent)
compliance, on a pro forma basis giving effect to such issuance of Subordinated
Debt, with the financial covenants set forth in Section 6.2.2 and
stating that no Default has occurred and is continuing, or would occur after
giving effect to such issuance of Subordinated Debt, or if there is or would be
any such Default, a statement setting forth details of such Default and the
action which the Company has taken and/or proposes to take with respect
thereto.”


 


1.14         Section 6.1.5 of the
Credit 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 any
Fiscal Quarter is a Material Subsidiary (other than Allen Telecom or any
Subsidiary acquiring the assets of Allen Telecom pursuant to the Allen Telecom
Acquisition) that has not previously delivered the documents required by this
Section 6.1.5 to execute and deliver or cause to be delivered to the
Administrative Agent within 30 days of the end of such Fiscal Quarter a
Guaranty in the form of Exhibit H duly executed on behalf of such
Subsidiary and accompanied by (i) resolutions of the board of directors or
board of managers of such Subsidiary authorizing the execution, delivery and
performance of the Guaranty by the Subsidiary, certified by the Secretary or
Assistant Secretary of such Subsidiary, together with certified copies of the
Organic Documents of such Subsidiary and a certificate of good standing or
certificate of existence from the jurisdiction of such Subsidiary’s
incorporation or organization, and (ii) an opinion of such Subsidiary’s legal
counsel, in each case in form and substance acceptable to the Administrative
Agent.”


 


1.15         Section 6.2.1 of the
Credit Agreement is hereby amended by restating clause (h) thereof in its
entirety 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’s
Consolidated Tangible Net Worth; provided, that Liens, other than Liens
excepted by clauses (a) through (g) above, attaching to or
encumbering assets of the Company and its Subsidiaries located within the
United States shall not be granted to secure on an aggregate amount of
Indebtedness exceeding 5% of the Company’s Consolidated Tangible Net Worth;
and”


 


9

















 


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


 


“6.2.2  Financial Condition.  The Company will not permit:


 


“(a)         Its
Consolidated 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 each
Fiscal Quarter commencing with the Fiscal Quarter ending June 30, 2003
(calculated without deduction for any net losses), plus (iii) 50% of the
proceeds of any Equity Issuance occurring after the Allen Telecom Closing
Date.”


 


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


 


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


 


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


 


1.17         Section 6.2.4 of the
Credit 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 any
of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into
or with, any other corporation, or purchase or otherwise acquire all or
substantially all of the assets of any Person (or of any division thereof)
other than (a) any such transaction among or between Subsidiaries of the
Company as long as the surviving Person (in the case of a liquidation, merger,
dissolution or consolidation) or the acquiring Person (in the case of an
acquisition) is a wholly-owned Subsidiary of the Company (and if as a result
thereof any such Subsidiary which will cease to exist is a Designated
Subsidiary, the obligations of such Subsidiary shall be assumed by a Subsidiary
which is a Designated Subsidiary) or (b) any such transaction involving the
Company if the Company is the surviving corporation, and provided that both
before and after giving effect to any such transaction (whether involving the
Company or any of its Subsidiaries), no Default has occurred and is continuing
and the Company continues to meet all of its obligations under this Agreement
and the other Loan Documents. 
Notwithstanding the foregoing, the Company will not and will not permit
any of its Subsidiaries to consummate any Acquisition unless (i) no Default or
Event of Default shall have occurred and be continuing or would occur or exist
upon


 


10

















 


consummation
of the Acquisition, (ii) such Acquisition is of a business operation engaged in
the same or a substantially similar line of business as that engaged in by the
Company or any of its Subsidiaries on the date of the Acquisition, (iii) the
prior effective written consent or approval to such Acquisition by the board of
directors or equivalent governing body of the acquiree is obtained, (iv) not
less than 30 days prior to the effective date of any Acquisition, the Company
delivers to the Administrative Agent a certificate of the chief financial
Authorized Corporate Officer of the Company certifying that after giving effect
to such Acquisition the Company’s Consolidated Senior Debt to EBITDA Ratio as
of the end of the Fiscal Quarter in which the Acquisition is effectuated will
be at least 0.25 less than that required by Section 6.2.2(d), (v) the
aggregate consideration to be paid by the Company and/or any of its
Subsidiaries in connection with the Acquisition in the form of cash, cash
equivalents (other than capital stock of the Company and/or any Subsidiary) and
Indebtedness 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 which
the aggregate consideration to be paid (including the assumption of
liabilities) by the Company or any of its Subsidiaries equals or exceeds
$20,000,000, the Company delivers to the Administrative Agent prior written
notice of such Acquisition in the form of Exhibit K hereto at least 30
days prior to the effective date of such Acquisition.”


 


1.18         Section 6.2 of the Credit
Agreement 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 its
Subsidiaries to, incur Indebtedness which when taken together with all other
Indebtedness of the Subsidiaries of the Company would cause either (i) the
Consolidated 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 Consolidated
Total Debt of all such Subsidiaries of the Company as are organized under the
laws of any State of the United States to exceed 5% of the Consolidated
Tangible Net Worth of the Company.”


 


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


 


“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:


 


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


 


11

















 


content
acceptable to the Administrative Agent, with the consent of the Administrative
Agent not to be unreasonably withheld; and


 


“(b)         In
addition to the purchases, redemptions and acquisitions permitted by clause
(a) above, the Company may purchase, redeem or otherwise acquire shares of
its capital stock from cash or the proceeds of Indebtedness that would
constitute Consolidated Senior Debt provided that the aggregate
consideration paid for all purchases, redemptions and/or acquisitions pursuant
to this clause (b) from and after the Closing Date shall not as of the date any
such purchase, redemption or acquisition is effected exceed 10% of the
Consolidated Tangible Net Worth of the Company.”


 


1.20         Section 9.8 of the Credit
Agreement is hereby amended by adding the following thereto immediately
following the existing text thereof:


 


“Notwithstanding anything herein to the contrary, “Information” shall
not include, and the Administrative Agent and each Lender may disclose to any
and all Persons, without limitation of any kind, any information with respect
to the “tax treatment” and “tax structure” (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that
are provided to the Administrative Agent or such Lender relating to such tax
treatment and tax structure; provided that with respect to any document
or similar item that in either case contains information concerning the tax treatment
or tax structure of the transaction as well as other information, this sentence
shall only apply to such portions of the document or similar item that relate
to the tax treatment or tax structure of the Loans, Letters of Credit and
transactions contemplated hereby.”


 


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 a Certificate of Secretary of the
Company, together with true and correct copies of the Certificate of
Incorporation and Bylaws of the Company, true and correct copies of the
Resolutions of the Board of Directors of the Company authorizing or ratifying
the execution, delivery, and performance of this Amendment, and the names of
the officers of the Company authorized to sign this Amendment, together with a
sample of the true signature of each such officer.


 


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


 


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


 


2.4           The Administrative
Agent shall have received evidence satisfactory to it that all conditions
precedent to the Allen Telecom Acquisition 
have been satisfied and that the Allen Telecom Acquisition has been
fully consummated.


 


2.5           The Administrative
Agent shall have received evidence satisfactory to it that the Notes issued by
Allen Telecom having an approximate current outstanding principal amount of
$50,000,000 and bearing interest at 6-3/4% have been assigned and assumed by
the Company and otherwise restructured upon terms and conditions acceptable to
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.


 


13

















 


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/ 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

  	
   

  
						



 


15

















 


	
   

  	
  LASALLE BANK NATIONAL

  ASSOCIATION, as a Lender and

  Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Thurston

  	
   

  
	
   

  	
  Name:

  	
  JOHN C. THURSTON

  	
   

  
	
   

  	
  Title:

  	
  FIRST VICE PRESIDENT

  	
   

  
						



 


16

















 


	
   

  	
  U.S. BANK NATIONAL

  ASSOCIATION, as a Lender and

  Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Michael Newton

  	
   

  
	
   

  	
  Name:

  	
  R. Michael Newton

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


17

















 


	
   

  	
  HARRIS TRUST AND SAVINGS BANK,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Stack

  	
   

  
	
   

  	
  Name:

  	
  PETER STACK

  	
   

  
	
   

  	
  Title:

  	
  VP

  	
   

  
						



 


18

















 


	
   

  	
  NATIONAL CITY BANK,  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard H. Michalik

  	
   

  
	
   

  	
  Name:

  	
  RICHARD H. MICHALIK

  	
   

  
	
   

  	
  Title:

  	
  SVP

  	
   

  
						



 


19

















 


	
   

  	
  THE NORTHERN TRUST COMPANY,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher L. McKean

  	
   

  
	
   

  	
  Name:

  	
   

  	
  CHRISTOPHER L. McKEAN

  	
   

  
	
   

  	
  Title:

  	
   

  	
  SECOND VICE PRESIDENT

  	
   

  
							



 


20

















 


	
   

  	
  FIFTH THIRD BANK, CHICAGO, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Lavery

  	
   

  
	
   

  	
  Name:

  	
  William Lavery

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


21

















 


	
   

  	
  BANK OF TOKYO-MITSUBISHI, LTD.,

  CHICAGO BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shinichiro Munechika

  	
   

  
	
   

  	
  Name:

  	
  SHINICHIRO MUNECHIKA

  	
   

  
	
   

  	
  Title:

  	
  DEPUTY
  GENERAL MANAGER

  	
   

  
						



 


22

















 


	
   

  	
  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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