ex10_1.htm


    
      Exhibit
10.1

    

    AMENDMENT NO. 1 TO

    CREDIT
AGREEMENT

    


    
      
        AMENDMENT
NO. 1, dated as of December 24, 2008 (this “Amendment”), among
COMMSCOPE, INC., a Delaware corporation (the “Borrower”), the
Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, and the Required
Lenders listed on the signature pages hereto, to the Credit Agreement dated as
of December 27, 2007 (the “Credit Agreement”)
among the Borrower, each lender from time to time party thereto (collectively,
the “Lenders”
and individually, a “Lender”), and BANK OF
AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer.  Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.

         

        WHEREAS,
Section 10.01 of the Credit Agreement permits the Credit Agreement to be amended
from time to time;

         

        NOW,
THEREFORE, in consideration of the premises and covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:

         

        Section
1.    Amendments.

         

        Upon and
subject to the Amendment No. 1 Effective Date (as defined below), the Credit
Agreement is amended as follows:

         

        (a)    Section
1.01 of the Credit Agreement is hereby amended by adding the following
definitions:

         

        “Amendment No. 1 Effective
Date” means the date as of which Amendment No. 1 to this Agreement
became effective.

         

        “Impacted Lender”
means (a) a Defaulting Lender or (b) a Lender as to which (i) the L/C
Issuer or Swing Line Lender (as applicable) has a good faith belief that such
Lender has defaulted in fulfilling its obligations under one or more other
syndicated credit facilities or (ii) an entity that Controls such Lender (x) has
admitted in writing that it is insolvent or (y) has become the subject of a
bankruptcy, insolvency or similar proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it.

         

        (b)    The
definition of “Base Rate” in
the Credit Agreement is hereby amended by replacing clauses (a) and (b) with the
following:  “(a) the Federal Funds Rate plus 1/2 of 1%, (b)
the rate of interest in effect for such day as publicly announced from time to
time by the Administrative Agent as its “prime rate,” and (c) the Eurodollar
Rate for an Interest Period of one month beginning on such day (or if such day
is not a Business Day, the Business Day immediately preceding such day) plus 100
basis points”.

         

        (c)    The
definition of “Consolidated EBITDA” in the Credit Agreement is hereby amended by
replacing “and” immediately before “(vii)” with a comma and adding the following
words immediately before the words “plus
(b)”:

         

        “(viii)
charges or expenses (cash or non-cash) relating to the acquisition, prepayment,
redemption, purchase or conversion of the Borrower Convertible Subordinated
Debentures and (ix) non-cash charges or expenses related to equity-based
compensation for employees, officers, directors and consultants of the Borrower
and its Subsidiaries (including those arising from the issuance or sale of
stock, granting of stock options, granting of stock appreciation rights,
warrants or restricted stock and similar arrangements (including performance
units settled with stock)),”.

         

        (d)    The
definition of “Defaulting Lender” in the Credit Agreement is hereby amended by
replacing clause (c) thereof with the following:  “(c) (i) has
admitted in writing that it is insolvent or (ii) has become the subject of a
bankruptcy, insolvency or similar proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it.”

         

        (e)    The
definition of “Eurodollar Rate” in
the Credit Agreement is hereby amended by adding the following at the end
thereof:  “Notwithstanding the foregoing, for the purpose of clause
(c) of the definition of “Base Rate,” the rates referred to above shall be the
rates as of 11:00 a.m. (London time) on the date of determination (rather than
two Business Days prior to the commencement of the Interest
Period).”

         

        (f)    The
definition of “Excess Cash Flow” in the Credit Agreement is hereby amended by
replacing clause (b)(ii) in its entirety with the following: “scheduled
principal repayments, to the extent actually made (including by application of
optional prepayments made after the Amendment No. 1 Effective Date to scheduled
amortization payments for such fiscal year as set forth in Section 2.05(a)(i)),
of Term Loans pursuant to Section 2.07, and
optional prepayments of Term Loans pursuant to Section 2.05(a)(i)
made prior to the Amendment No.1 Effective Date,”.

         

        (g)    The
definition of “Letter of Credit Sublimit” in the Credit Agreement is hereby
amended by replacing “$40,000,000” with “$85,000,000”.

         

        (h)    The
definition of “Loan Documents” in the Credit Agreement shall be amended by
adding the following before the semicolon: “and (i) any amendment to this
Agreement in accordance with Section
10.01”.

         

        (i)    Section
2.03(a)(ii)(A) of the Credit Agreement is hereby amended by replacing
“$10,000,000” with “$15,000,000”.

         

        (j)    Section
2.03(a)(iii) of the Credit Agreement is hereby amended by  replacing
clause (E) of Section 2.03(a)(iii) in its entirety with the
following:

         

        “(E)        any
Revolving Lender is at such time an Impacted Lender, unless the L/C Issuer has
received (as set forth below) cash collateral or similar security satisfactory
to such L/C Issuer (in its sole discretion) from either the Borrower or such
Impacted Lender in respect of such Impacted Lender’s obligation to fund under
Section
2.03(c).  The Borrower and/or such Impacted Lender hereby
grants to the Administrative Agent, for the benefit of the L/C Issuer, a
security interest in all such cash collateral and all proceeds of the
foregoing.  Such cash collateral shall be maintained in blocked,
deposit accounts at Bank of America and may be invested in Cash Equivalents
reasonably acceptable to the Administrative Agent.  If at any time the
Administrative Agent determines that any funds held as cash collateral under
this clause (E) are subject to any right or claim of any Person other than the
Administrative Agent for the benefit of the L/C Issuer or that the total amount
of such funds is less than the aggregate L/C Obligations in respect of such
Impacted Lender, the Borrower and/or such Impacted Lender will, promptly upon
demand by the Administrative Agent, pay to the Administrative Agent, as
additional funds to be deposited as cash collateral, an amount equal to the
excess of (x) such aggregate L/C Obligations over (y) the total amount of funds,
if any, then held as cash collateral under this clause (E) that the
Administrative Agent determines to be free and clear of any such right and
claim.  Upon the drawing of any Letter of Credit for which funds are
on deposit as cash collateral, such funds shall be applied, to the extent
permitted under applicable Laws, to reimburse the L/C Issuer.  If the
Lender that triggers the cash collateral requirement under this clause (E)
ceases to be an Impacted Lender (as determined by the L/C Issuer in good faith),
or if there are no L/C Obligations outstanding, the funds held as cash
collateral shall thereafter be returned to the Borrower or the Impacted Lender,
whichever provided the funds for the cash collateral.”

         

        (k)    Section
2.04(a) of the Credit Agreement is hereby amended by adding the following as the
second paragraph thereof:

         

        “Notwithstanding
the foregoing, the Swing Line Lender may (in its sole discretion) determine not
to provide any Swing Line Loans to the Borrower.  Furthermore, before
making any Swing Line Loans (if at such time any Revolving Lender is an Impacted
Lender), the Swing Line Lender may condition the provision of such Swing Line
Loans on its receipt of cash collateral or similar security satisfactory to the
Swing Line Lender (in its sole discretion) from either the Borrower or such
Impacted Lender in respect of such Impacted Lender’s risk participation in such
Swing Line Loans as set forth below.  The Borrower and/or such
Impacted Lender hereby grants to the Administrative Agent, for the benefit of
the Swing Line Lender, a security interest in all such cash collateral and all
proceeds of the foregoing.  Such cash collateral shall be maintained
in blocked, deposit accounts at Bank of America and may be invested in Cash
Equivalents reasonably acceptable to the Administrative Agent.  If at
any time the Administrative Agent determines that any funds held as cash
collateral under this paragraph are subject to any right or claim of any Person
other than the Administrative Agent for the benefit of the Swing Line Lender or
that the total amount of such funds is less than the aggregate risk
participation of such Impacted Lender in the relevant Swing Line Loan, the
Borrower and/or such Impacted Lender will, promptly upon demand by the
Administrative Agent, pay to the Administrative Agent, as additional funds to be
deposited as cash collateral, an amount equal to the excess of (x) such
aggregate risk participation over (y) the total amount of funds, if any, then
held as cash collateral under this paragraph that the Administrative Agent
determines to be free and clear of any such right and claim.  If the
Lender that triggers the cash collateral requirement under this paragraph ceases
to be an Impacted Lender (as determined by the Swing Line Lender in good faith),
or if the Swing Line Sublimit has been permanently reduced to zero, the funds
held as cash collateral shall thereafter be returned to the Borrower or the
Impacted Lender, whichever provided the funds for the cash
collateral.”

         

        (l)    Section
2.04(b) of the Credit Agreement is hereby amended by adding the following
sentence as the last sentence:  “Notwithstanding the foregoing, if the
Swing Line Lender shall elect, pursuant to Section 2.04(a), not to fund any
Swing Line Loan for any reason, the Swing Line Lender shall promptly notify the
Borrower and the Administrative Agent of such election after the receipt of the
relevant Swing Line Loan Notice.”

         

        (m)    Section
2.05(a)(i) of the Credit Agreement is hereby amended by deleting the following
sentence in its entirety:  “Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required pursuant to Section
3.05.”

         

        (n)    Section
2.05(b)(i) of the Credit Agreement is hereby amended by replacing “the Borrower
shall prepay an aggregate principal amount of Loans equal to the Applicable ECF
Sweep Percentage of Excess Cash Flow for such fiscal year.” with the
following:

         

        “the
Borrower shall prepay an aggregate principal amount of Loans equal to (x) the
Applicable ECF Sweep Percentage of Excess Cash Flow for such fiscal year minus (y) the
Applicable Reduction Percentage of any optional prepayments of Term Loans
pursuant to Section
2.05(a)(i) made after the Amendment No. 1 Effective Date, during such
fiscal year, other than such prepayments to the extent they reduced amortization
payments scheduled during such fiscal year (and therefore reduced Excess Cash
Flow pursuant to the parenthetical clause in clause (b)(ii) of the definition
thereof) or prepayments funded with the proceeds of
Indebtedness.  “Applicable Reduction
Percentage” means, for any fiscal year, (a) 75% if the Consolidated
Leverage Ratio as of the last day of such fiscal year is greater than or equal
to 2.50:1.00 and (b) 100% if the Consolidated Leverage Ratio as of the last day
of such fiscal year is less than 2.50:1.00.”

         

        (o)    Section
2.05(b)(vi) of the Credit Agreement is hereby amended by replacing “the
foregoing provisions of this Section 2.05(b)” in
the first sentence with “paragraphs (i), (ii), (iii), (iv), (v) or (xi) of this Section
2.05(b)”.

         

        (p)    Section
2.05(b) of the Credit Agreement is hereby amended by adding the following clause
immediately after clause (x):

         

        “(xi)         
In accordance with Section 3(e) of Amendment No. 1 to this Agreement, the
Borrower has prepaid $150,000,000 aggregate principal amount of Term
Loans.  Such prepayment shall be applied in accordance with Section 2.05(b)(vi)
and (x)
(excluding the last sentence of such paragraph (x)).  For the
avoidance of doubt, the amount of such prepayment shall not reduce the amount of
Excess Cash Flow and shall not reduce the amount of prepayment required by Section
2.05(b)(i).”

         

        (q)    Section
2.06(b)(iii) of the Credit Agreement is hereby amended by adding the following
at the end:

         

        “The
Revolving Credit Facility shall be automatically and permanently reduced by an
amount equal to 100% of the amount, if any, by which the aggregate payments
pursuant to Section
7.13(a)(iv) and (v) exceed
$100,000,000.”

         

        (r)    Section
2.08(c) of the Credit Agreement is hereby amended by adding the following before
the period in the first sentence:

         

        “; provided that
(i) in the event of any repayment or prepayment of any Loan (other than a
prepayment of a Base Rate Revolving Credit Loan or a Swing Line Loan without a
permanent reduction in Revolving Credit Commitments), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment, and (ii) in the event of any conversion of any
Eurodollar Rate Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion”.

         

        (s)    Section
7.01(s) of the Credit Agreement is hereby amended by replacing “Section 7.02(a) or
(f)” with
“Section
7.02(a), (f) or (h)”.

         

        (t)    Section
7.03(c) of the Credit Agreement is hereby amended by replacing the proviso with
the following:  “provided that any
Investment in the form of a loan or advance to or by a Loan Party shall be
evidenced by the Intercompany Note and, in the case of a loan or advance by a
Loan Party, pledged by such Loan Party as Collateral pursuant to the Collateral
Documents;”.

         

        (u)    The
proviso in Section 7.13(a) of the Credit Agreement is hereby amended by
replacing clause (iii) with the following: “ (iii) conversion of any
Indebtedness into, or payment for any purchase of Indebtedness with, common
stock, or options, rights or warrants to acquire common stock, of the
Borrower”.

         

        (v)    The
proviso in Section 7.13(a) of the Credit Agreement is hereby further amended by
replacing “or” immediately before “(iv)” with a comma and adding the following
before the semicolon:  “or (v) at any time after the prepayment
required by Section
2.05(b)(xi) has been made and on or prior to March 23, 2009, cash
payments in an aggregate amount not to exceed $200,000,000 (less any payments
pursuant to the foregoing clause (iv)) (x) to acquire, prepay, redeem or
purchase Borrower Convertible Subordinated Debentures, and/or (y) in connection
with the conversion of Borrower Convertible Subordinated Debentures (which cash
payments shall, for purposes of this clause (v), be deemed to have been made
upon, and to the extent of, deposit of cash with the trustee or paying agent for
the purpose of making payments to holders of the Borrower Convertible
Subordinated Debentures);”.

         

        (w)    Section
8.01(e) of the Credit Agreement is hereby amended by replacing it in its
entirety with the following:

         

        “(e)           Cross-Default.  (i)
Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise and after giving effect to any applicable grace period) in respect of
any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount
outstanding (including amounts owing to all creditors under any combined or
syndicated credit arrangement), when taken together with the principal amount of
all other Indebtedness and Guarantees outstanding (other than Indebtedness
hereunder and under Swap Contracts) as to which such failure has occurred,
exceeding the Threshold Amount, or (B) fails to observe or perform any other
agreement or condition relating to any Indebtedness or Guarantee or contained in
any instrument or agreement evidencing, securing or relating thereto, or any
other event occurs, the effect of which default or other event is to cause, or
to permit the holder or holders of any Indebtedness or the beneficiary or
beneficiaries of any Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded, which Indebtedness or Guarantee,
when taken together with the unpaid principal amounts of all other Indebtedness
and Guarantees (other than Indebtedness hereunder and under Swap Contracts) as
to which any such failure or event has occurred, exceeds the Threshold Amount;
or (ii) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any event of default under
such Swap Contract as to which a Loan Party or any Subsidiary thereof is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as defined in such Swap Contract) under such Swap Contract as to which a
Loan Party or any Subsidiary thereof is an Affected Party (as defined in such
Swap Contract) and, when taken together with all other Swap Contracts as to
which events of default or events referred to in the immediately preceding
clauses (A) and (B) are applicable, the Swap Termination Value owed by the Loan
Parties and their Subsidiaries exceeds the Threshold Amount and such Loan Party
or such Subsidiary fails to pay such Swap Termination Value when due after
applicable grace periods; or”.

         

        Section
2.    Representations and
Warranties.

         

        Borrower
represents and warrants to the Lenders as of the date hereof and the Amendment
No. 1 Effective Date that:

         

        (a)           The
execution, delivery and performance by each Loan Party of this Amendment have
been duly authorized by all necessary corporate or other organizational action,
and do not and will not (a) contravene the terms of any of such Person’s
Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, or require any payment to
be made under (i) any Contractual Obligation to which such Person is a party or
binding upon such Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject;
or (c) violate any Law.

         

        (b)           Before
and after giving effect to this Amendment, the representations and warranties of
the Borrower and each other Loan Party contained in the Credit Agreement or any
other Loan Document shall be true and correct in all material respects on and as
of the Amendment No. 1 Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier
date, and except that the representations and warranties contained in Section
5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most
recent statements furnished pursuant to Section 6.01(a) and (b), respectively,
of the Credit Agreement; provided that any
representation or warranty that is qualified as to materiality or “Material
Adverse Effect” shall be true and correct in all respects.

         

        (c)           At
the time of and before and after giving effect to this Amendment, no Default
shall exist.

         

        Section
3.    Conditions to
Effectiveness.

         

        This
Amendment shall become effective as of the date when each of the following
conditions is satisfied:

         

        (a)    The
Administrative Agent (or its counsel) shall have received from (i) Lenders
constituting the Required Lenders (it being understood that clause (ii) of the
proviso of the definition of “Required Lenders” does not apply) and
(ii) each of the other parties hereto, a counterpart of this Amendment
signed on behalf of such party.

         

        (b)    All
corporate and other proceedings taken or to be taken in connection with this
Amendment and all documents incidental thereto, whether or not referred to
herein, shall be reasonably satisfactory in form and substance to the
Administrative Agent.

         

        (c)    The
representations and warranties in Section 2 of this Amendment shall be true and
correct.

         

        (d)    The
Borrower shall have paid a consent fee (the “Consent Fee”) to the
Administrative Agent, for the ratable account of the Applicable Lenders (as
defined below), equal to (i) 0.50% of the aggregate outstanding principal amount
of Term Loans of the Applicable Lenders, after giving effect to the prepayment
required under Section 3(e) of this Amendment, plus (ii) 0.50% of the aggregate
amount of Revolving Credit Commitments of the Applicable
Lenders.  “Applicable Lender”
shall mean each Lender that has delivered an executed counterpart of this
Amendment prior to 12:00 noon, New York City time, on December 24, 2008 or such
later date and time specified by the Borrower and notified in writing to the
Lenders by the Administrative Agent.

         

        (e)    On or
prior to the fifth Business Day after receipt of counterparts of this Amendment
from the Required Lenders, the Borrower shall have prepaid an aggregate
principal amount of Term Loans equal to $150,000,000.  Such prepayment
shall be applied as set forth in Section 2.05(b)(xi)
of the Credit Agreement.  The Borrower shall notify the Administrative
Agent in writing of any prepayment of Term Loans required to be made by this
Section 3(e) not later than 11:00 a.m. (A) three Business Days prior to any
prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base
Rate Loans.

         

        (f)    All fees
and expenses payable on or before the Amendment No. 1 Effective Date by the
Borrower to the Administrative Agent (or its Affiliates) in connection with this
Amendment (in the case of expenses, for which the Borrower has received a
statement or invoice) shall have been paid, including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent.

         

        Section
4.    Guarantor
Reaffirmation.

         

        Each
Guarantor hereby consents to this Amendment and hereby confirms and agrees that
(a) each Loan Document to which it is a party is, and shall continue to be, in
full force and effect and each is hereby ratified and confirmed in all respects,
and (b) the Liens granted by such Guarantor on all Collateral of such Guarantor
continue to secure the payment of all of the Secured Obligations.

         

        Section
5.    Counterparts.

         

        This
Amendment may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single
contract.  Delivery of an executed counterpart of a signature page of
this Amendment by telecopy or electronic transmission (including
in  .pdf or similar format) shall be effective as delivery of a
manually executed counterpart of this Amendment.

         

        Section
6.    Applicable
Law.

         

        THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

         

        Section
7.    Headings.

         

        Section
headings herein and in the Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Amendment or any
Loan Document.

         

        Section
8.    Effect of
Amendment.

         

        On and
after the Amendment No. 1 Effective Date, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring to
the Credit Agreement, and each reference in each of the Loan Documents to “the
Credit Agreement,” “thereunder,” “thereof” or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended by this Amendment.  The Credit Agreement and each of the other
Loan Documents, as supplemented by this Amendment, are and shall continue to be
in full force and effect and are hereby in all respects ratified and confirmed.
Except as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights
and remedies of the Lenders or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and
effect.  By executing and delivering a copy hereof, each applicable
Loan Party hereby agrees and confirms that all Loans and Obligations shall be
guaranteed and secured pursuant to the Loan Documents as provided
therein.

         

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.

     

     

    
      
        	 	
                COMMSCOPE, INC., as
      Borrower

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/ Jearld L.
      Leonhardt	 
	 	 	Name:  
      Jearld L. Leonhardt	 
	 	 	Title:    
      Executive Vice President and Chief Financial Officer	 
	 	 	 	 


      

    

     

    
      
      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

       

      
        
          
            
              
                
                  
                    	 	
                            COMMSCOPE,
      INC. OF NORTH CAROLINA

                          	 


                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      	 	
                              CONNECTIVITY
      SOLUTIONS MANUFACTURING, INC.,

                            	 


                    

                  

                

              

            

          

        

         

      

    

    
      
        
          
            
              
                
                  
                    
                      	 	
                              COMMSCOPE
      SOLUTIONS INTERNATIONAL, INC.,

                            	 


                    

                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      
                        	 	
                                ANDREW
      LLC, 

                              	 


                      

                    

                  

                

              

            

          

           

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    ANDREW
      SYSTEMS INC.,

                                  	 


                          

                        

                      

                    

                  

                

              

               

              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      ANDREW
      INTERNATIONAL CORPORATION,

                                    	 


                            

                          

                        

                      

                    

                  

                

                
                  
                     

                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          CELLSITE
      INDUSTRIES, INC.,

                                        	 


                                

                              

                            

                          

                        

                      

                    

                     

                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	
                                            ATI
      INTERNATIONAL, INC.,

                                          	 


                                  

                                

                              

                            

                          

                        

                      

                      
                        
                           

                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	
                                                ANDREW
      INTERNATIONAL HOLDING CORPORATION,

                                              	 


                                      

                                    

                                  

                                

                              

                            

                          

                           

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  ALLEN
      TELECOM LLC,

                                                	 


                                        

                                      

                                    

                                  

                                

                              

                            

                            
                              
                                 

                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	
                                                      ANTENNA SPECIALISTS CO., INC. and

                                                    	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          	 	
                  ALLEN TELECOMMUNICATIONS INVESTMENTS LLC, as
      Guarantors

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 /s/ Frank B. Wyatt,
      II	 
	 	 	Frank
      B. Wyatt, II	 
	 	 	Senior
      Vice President	 
	 	 	 	 


        

      

       

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      
         

         

        
          
            
              
                
                  
                    
                      	 	
                              
                                COMMSCOPE
      INTERNATIONAL, INC. and

                              

                            	 


                    

                  

                

              

            

          

        

         

      

      
        
          	 	
                  
                    CABLE TRANSPORT,
      INC., as
      Guarantors

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 /s/ Frank B. Wyatt, II	 
	 	 	Frank
      B. Wyatt, II	 
	 	 	Vice
      President	 
	 	 	 	 


        

      

       

    

     

    
      
        
          
             

            
              
                
                  
                    
                      
                        
                          	 	
                                  
                                    COMMSCOPE
      INTERNATIONAL HOLDINGS, LLC,

                                  

                                	 


                        

                      

                    

                  

                

              

            

             

          

          
            
              
                
                  
                    
                      
                        	 	
                                
                                  VEXTRA
      TECHNOLOGIES, LLC and

                                

                              	 


                      

                    

                  

                

              

            

          

           

        

        
          
            	 	
                    
                      COMMSCOPE
      NETHERLANDS GP, LLC, as
    Guarantors

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 /s/ Frank B. Wyatt, II	 
	 	 	Frank
      B. Wyatt, II	 
	 	 	Manager	 
	 	 	 	 


          

        

         

      

    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        	 	
                
                  
                    BANK OF AMERICA,
      N.A., as Administrative Agent

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/ Sugeet Manchanda
      Madan	 
	 	 	Name: 
      Sugeet Manchanda Madan	 
	 	 	Title:   
      Senior Vice President	 
	 	 	 	 


      

    

     

     

    
      
         

        
          
            	 	
                    
                      
                        
                          BANK OF AMERICA,
      N.A., as a Lender, Swing Line Lender and L/C
      Issuer

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 /s/ Sugeet Manchanda Madan	 
	 	 	Name: 
      Sugeet Manchanda Madan	 
	 	 	Title:   
      Senior Vice President