Other Event of Default
ARTICLE VIII
ADMINISTRATIVE AGENT
8.1
Appointment and Authorization of Administrative Agent
8.2
Delegation of Duties
8.3
Liability of Administrative Agent
8.4
Reliance by Administrative Agent
8.5
Notice of Default
8.6
Credit Decision; Disclosure of Information by Administrative Agent
8.7
Indemnification of Administrative Agent
8.8
Administrative Agent in its Individual Capacity
8.9
Successor Administrative Agent
8.10
Other Agents; Lead Managers
ARTICLE IX
MISCELLANEOUS
9.1
Amendments, Etc
9.2
Notices and Other Communications; Facsimile Copies
9.3
No Waiver; Cumulative Remedies
9.4
Attorney Costs, Expenses and Taxes
9.5
Indemnification by the Borrowers
9.6
Payments Set Aside
9.7
Successors and Assigns.
9.8
Confidentiality
9.9
Set-off
9.10
Interest Rate Limitation
iii
9.11
Counterparts
9.12
Integration
9.13
Survival of Representations and Warranties
9.14
Severability
9.15
Foreign Lenders
9.16
Removal and Replacement of Lenders.
9.17
Governing Law
9.18
Waiver of Right to Trial by Jury
9.19
ENTIRE AGREEMENT
iv
SCHEDULES AND EXHIBITS
SCHEDULE 1.1
Mandatory Cost Rate
SCHEDULE 2.1
Commitments and Pro Rata Shares
SCHEDULE 9.2
Eurocurrency and Domestic Lending Offices, Addresses for Notices
EXHIBIT A
Committed Loan Notice
EXHIBIT B
Swing Line Loan Notice
EXHIBIT C-1
Committed Loan Note
EXHIBIT C-2
Swing Line Note
EXHIBIT D
Company Guaranty
EXHIBIT E
Designation Letter
EXHIBIT F
Compliance Certificate
EXHIBIT G
Assignment and Acceptance
EXHIBIT H
Guaranty
EXHIBIT I
Opinion of Counsel to the Company and the Guarantor
EXHIBIT J
Notice of Purchase of Margin Stock
EXHIBIT K
Acquisition Notice
DISCLOSURE SCHEDULE
Item 4.1.5
Indebtedness to be Repaid
Item 5.7
Litigation
Item 5.8
Existing Subsidiaries
Item 5.9
Partnerships and Joint Ventures
Item 5.13
Employee Benefit Plans
Item 5.14
Environmental Matters
Item 5.16
Indebtedness
Item 6.2.1
Existing Liens
Item 6.2.3(a)
Ongoing Investments
v
AMENDED AND RESTATED
CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 19, 2002 among
(i) ANDREW CORPORATION, a Delaware corporation (the "Company") and Designated
Subsidiaries (hereafter defined) of the Company as are now or may hereafter
become parties hereto (collectively, together with the Company, the
"Borrowers"), (ii) the various financial institutions as are now or may become
parties hereto (collectively, the "Lenders"), (iii) BANK OF AMERICA, N.A. ("Bank
of America"), as administrative agent (the "Administrative Agent") for the
Lenders, (iv) LASALLE BANK NATIONAL ASSOCIATION, as syndication agent (the
"Syndication Agent"), and (v) U.S. BANK, NATIONAL ASSOCIATION, as documentation
agent (the "Documentation Agent").
W I T N E S S E T H:
WHEREAS, the Borrowers, certain Lenders and Bank of America entered into a
Credit Agreement, dated as of March 17, 2000 (the "Existing Credit Agreement");
WHEREAS, the parties hereto wish to amend and restate the Existing Credit
Agreement; and
WHEREAS, the Borrowers have requested that the Lenders provide a revolving
credit facility, and the Lenders are willing to do so on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
subject to the terms and conditions hereof, the parties hereto, intending to be
legally bound hereby, agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.1
Defined