EXHIBIT 10.20.1

                                                             EXECUTION COPY
                                                             --------------

               FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
               ---------------------------------------------

     This First Amendment (the "First Amendment") to the Revolving Credit
Agreement between CommScope Optical Technologies, Inc., a Delaware
corporation ("CommScope Optical") and OFS BrightWave, LLC, a Delaware
limited liability company (the "Borrower") is entered into as of October 9,
2002.

                                 WITNESSETH

     WHEREAS, CommScope Optical and the Borrower are parties to the
Revolving Credit Agreement dated as of November 16, 2001 (the "Credit
Agreement") pursuant to which CommScope Optical has agreed to extend, and
has extended, a credit facility to the Borrower.

     WHEREAS, the parties now desire to amend the Credit Agreement in
certain respects to reflect the agreement of the parties.

     NOW, THEREFORE, in consideration of the premises and mutual
considerations contained herein, the parties hereto hereby agree as
follows:

     Section 1. Definitions. All capitalized terms used and not defined
herein shall have the meanings given thereto in the Credit Agreement.

     Section 2. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended as follows:

     (a) Section 2.2(a) is hereby deleted in its entirety and replaced with
the following:

          Revolving Loan. Interest on the principal amount of any Revolving
     Loan outstanding and unpaid from time to time shall accrue at a rate
     per annum equal to Three-month LIBOR plus 1.75%, computed on the basis
     of a 360 day year and the actual number of days elapsed in each month.
     In the event of partial months, the actual number of days elapsed will
     be used to calculate the interest due. Accrued interest on the
     Revolving Loan shall be payable quarterly in arrears on the last
     Business Day of each quarter, commencing with the quarter ending on
     December 31, 2001.

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     (b) The definition of Three-month LIBOR is hereby deleted in its
entirety and replaced with the following:

          "Three-month LIBOR" means the LIBOR rate (rounded upward to the
     nearest one-sixteenth of one percent) for a designated maturity of
     three (3) months determined on the basis of the offered rate for
     deposits in U.S. Dollars published by the British Bankers Association
     as of 11:00 a.m. London time on the second (2nd) full Eurodollar
     Business Day preceding the Borrowing Date or the first day of each
     calendar quarter with respect to which interest is payable (unless
     such date is not a Business Day, in which event the next Eurodollar
     Business Day which is also a Business Day will be used). If the
     British Bankers Association ceases to publish such LIBOR rate, then
     Three-month LIBOR shall be determined from such substitute financial
     reporting service as Borrower, in its reasonable discretion, shall
     determine.

     (c) Section 3.2 is hereby amended by deleting all references therein
to "100 calendar days" and replacing each reference with "80 calendar
days."

     (d) Section 7.2 is hereby deleted in its entirety and replaced with
the following:

          Benefit of Agreement. This Agreement shall be binding upon and
     inure to the benefit of and be enforceable by the respective
     successors and assigns of the parties hereto; provided, however, that
     the Borrower may not assign or transfer any of its rights or
     obligations hereunder without the prior written consent of CommScope.
     This Agreement and Revolving Note shall be assignable by Lender to (i)
     any direct or indirect wholly-owned Subsidiary of CommScope; provided,
     however that if such Subsidiary ceases for any reason to be a
     wholly-owned Subsidiary of CommScope, all of the rights and
     obligations under this Agreement previously assigned to such
     Subsidiary shall be automatically assigned to CommScope or if
     CommScope so designates, one of CommScope's then wholly-owned
     Subsidiaries or (ii) any Person who directly purchases Membership
     Interests (as defined in the MOU) from CommScope or its Affiliates in
     accordance with the terms and conditions of the Amended LLC Agreement.

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     Section 3. Limited Amendment. Except as otherwise amended hereby, the
Credit Agreement shall remain unchanged and in full force and effect.

     Section 4. Counterparts. This First Amendment may be executed in any
number of multiple counterparts, all of which shall together constitute but
one and the same original.

     Section 5. Effectiveness. This First Amendment shall be effective as of
November 16, 2001.



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     IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this First Amendment as of the
date first above written.

                              OFS BRIGHTWAVE, LLC


                              By:  /s/ Marvin S. Edwards, Jr.
                                 ----------------------------------
                                 Name:  Marvin S. Edwards, Jr.
                                 Title: President & CEO


                              COMMSCOPE OPTICAL TECHNOLOGIES, INC.


                              By:  /s/ Jearld L. Leonhardt
                                 ----------------------------------
                              Name:  Jearld L. Leonhardt
                              Title: Vice President and
                                     Assistant Treasurer