MODIFIED BY THIS SECOND AMENDMENT OR BY
OTHER AMENDMENTS, THE ORIGINAL AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT
IN ALL RESPECTS.
THE ORIGINAL AGREEMENT, AS AMENDED, CONTAINS THE ENTIRE
AGREEMENT OF THE PARTIES ON THE SUBJECT MATTER OF THE ORIGINAL AGREEMENT AND
NEITHER PURCHASER NOR SELLERS SHALL HAVE ANY RIGHTS OR OBLIGATIONS TO EACH OTHER
EXCEPT AS EXPLICITLY PROVIDED FOR IN THE ORIGINAL AGREEMENT, AS AMENDED.
EACH
REFERENCE TO "HEREOF," "HEREIN," "HEREBY," AND "THIS SECOND AGREEMENT" IN THE
ORIGINAL AGREEMENT SHALL FROM AND AFTER THE DATE HEREOF REFER TO THE ORIGINAL
AGREEMENT, AS AMENDED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE
DATE OF THE ORIGINAL AGREEMENT, AS AMENDED HEREBY, SHALL IN ALL INSTANCES REMAIN
AS NOVEMBER 5, 2007, AND REFERENCES IN THE ORIGINAL AGREEMENT TO "THE DATE FIRST
ABOVE WRITTEN," "THE DATE OF THIS AGREEMENT," AND SIMILAR REFERENCES SHALL
CONTINUE TO REFER TO NOVEMBER 5, 2007.
6.
MISCELLANEOUS.
THE CONSTRUCTION,
INTERPRETATION, AND PERFORMANCE OF THIS SECOND AMENDMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF ILLINOIS.
THIS SECOND AMENDMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH INDEPENDENTLY SHALL SHARE THE SAME EFFECT AS IF
IT WERE THE ORIGINAL, AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND
THE SAME AMENDMENT.
(Signature Page Follows)
2
IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed
as of the date first written above.
ASC SIGNAL CORPORATION
By:
/s/ Bassem Mansour
Name:
Basem Mansour
Title:
President and Treasurer
ANDREW CORPORATION
By:
/s/ Frank B. Wyatt, II
Name:
Frank B. Wyatt, II
Title:
Senior Vice President and Secretary
ANDREW CANADA, INC.
By:
/s/ Jude Panetta
Name:
Jude Panetta
Title:
President
ANDREW LIMITED
By:
/s/ Mark Olson
Name:
Mark Olson
Title:
Chairman
Amendement No. 2 to Purchase and Sale Agreement
ANDREW HOLDINGS (GERMANY)
GMBH
By:
/s/ F. Willis Caruso, Jr.
Name:
F. Willis Caruso, Jr.
Title:
Managing Director