-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VdzsvUax/PPxjLj6a4kf3LitsMmvLkgZsajbGRwSsWWIokLZ7OF1bZLBplwZn38t OKvwUTjGYV6JE5B1rogWkw== 0000317093-96-000014.txt : 19960725 0000317093-96-000014.hdr.sgml : 19960725 ACCESSION NUMBER: 0000317093-96-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960724 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDREW CORP CENTRAL INDEX KEY: 0000317093 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 362092797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09514 FILM NUMBER: 96598468 BUSINESS ADDRESS: STREET 1: 10500 W 153RD ST CITY: ORLAND PARK STATE: IL ZIP: 60462 BUSINESS PHONE: 7083493300 MAIL ADDRESS: STREET 1: 10500 WEST 153RD ST CITY: ORLANDO PARK STATE: IL ZIP: 60462 10-Q 1 FORM-10Q (06/30/96) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark-One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996. OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _________ COMMISSION FILE NUMBER 0-9514 ANDREW CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 36-2092797 (State or other jurisdiction of (IRS Employer incorporation or organization identification No.) 10500 W. 153RD STREET, ORLAND PARK, ILLINOIS 60462 (Address of principal executive offices and zip code) (708) 349-3300 (Registrant's telephone number, including area code) NO CHANGE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $.01 Par Value--60,332,047 shares as of July 12, 1996 INDEX ANDREW CORPORATION PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated balance sheets--June 30, 1996 and September 30, 1995. Consolidated statements of income--Three months ended June 30, 1996 and 1995; Nine months ended June 30, 1996 and 1995. Consolidated statements of cash flows--Nine months ended June 30, 1996 and 1995. Notes to consolidated financial statements--June 30, 1996. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. Exhibit 10 Material Contracts. Exhibit 11 Computation of Earnings per Share. Exhibit 27 Financial Data Schedule SIGNATURES ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands)
JUNE 30 September 30 1996 1995 --------- --------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 22,903 $ 46,064 Accounts receivable, less allowances (Jun. $3,411; Sept. $3,071) 161,976 147,598 Inventories Finished products 57,229 45,333 Materials and work in process 107,796 78,992 --------- --------- 165,025 124,325 Miscellaneous current assets 6,145 4,758 --------- --------- TOTAL CURRENT ASSETS 356,049 322,745 OTHER ASSETS Cost in excess of net assets of businesses acquired, less accumulated amortization (Jun. $18,903; Sept. $16,524) 40,643 35,667 Investment in and advances to affiliates 41,184 33,480 Investments and other assets 15,421 10,661 PROPERTY, PLANT AND EQUIPMENT Land and land improvements 10,417 9,402 Building 67,752 55,069 Equipment 241,803 212,952 Allowances for depreciation and amortization (193,062) (174,862) --------- --------- 126,910 102,561 --------- --------- TOTAL ASSETS $ 580,207 $ 505,114 ========= ========= The balance sheet at September 30, 1995 has been derived from the audited financial statements at that date. See Notes to Consolidated Financial Statements
ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) (continued)
JUNE 30 September 30 1996 1995 --------- --------- (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ -- $ 2,450 Accounts payable 35,877 30,628 Accrued expenses and other liabilities 18,810 17,893 Compensation and related expenses 24,203 25,815 Income taxes 19,164 13,994 Current portion of long-term debt 4,576 4,801 --------- --------- TOTAL CURRENT LIABILITIES 102,630 95,581 DEFERRED LIABILITIES 5,748 7,087 LONG-TERM DEBT, LESS CURRENT PORTION 45,013 45,255 MINORITY INTEREST 8,618 -- STOCKHOLDERS' EQUITY Common stock (par value, $.01 a share: 100,000,000 shares authorized; 68,479,351 shares issued, including treasury) 685 457 Additional paid-in capital 36,892 35,588 Foreign currency translation 273 1,077 Retained earnings 427,727 368,517 Treasury stock, at cost (8,147,351 shares in 1996; 8,431,449 shares in 1995) (47,379) (48,448) --------- --------- 418,198 357,191 --------- --------- TOTAL LIABILITIES AND EQUITY $ 580,207 $ 505,114 ========= ========= The balance sheet at September 30, 1995 has been derived from the audited financial statements at that date. See Notes to Consolidated Financial Statements
ANDREW CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share amounts)
Three Months Ended Nine Months Ended June 30 June 30 ---------------------- ---------------------- 1996 1995 1996 1995 --------- --------- --------- --------- SALES $ 197,209 $ 170,478 $ 558,292 $ 485,945 Cost of Products sold 112,173 96,790 328,585 284,023 --------- --------- --------- --------- GROSS PROFIT 85,036 73,688 229,707 201,922 OPERATING EXPENSES Sales and administrative 38,594 37,552 109,464 108,967 Research and development 8,239 6,419 23,675 18,665 --------- --------- --------- --------- 46,833 43,971 133,139 127,632 --------- --------- --------- --------- OPERATING INCOME 38,203 29,717 96,568 74,290 OTHER Interest expense 1,470 1,051 4,211 4,064 Interest income (585) (214) (1,772) (1,594) Other (income) expense (240) (855) 1,610 1,477 --------- --------- --------- --------- 645 (18) 4,049 3,947 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 37,558 29,735 92,519 70,343 Income taxes 13,551 10,775 33,309 25,300 --------- --------- --------- --------- NET INCOME $ 24,007 $ 18,960 $ 59,210 $ 45,043 ========= ========= ========= ========= NET INCOME PER AVERAGE SHARE OF COMMON STOCK OUTSTANDING $ 0.39 $ 0.31 $ 0.97 $ 0.74 ========= ========= ========= ========= AVERAGE SHARES OUTSTANDING 61,317 60,723 61,248 60,477 ========= ========= ========= ========= See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Nine Months Ended June 30 -------------------- 1996 1995 -------- -------- CASH FLOWS FROM OPERATIONS Net Income $ 59,210 $ 45,043 ADJUSTMENTS TO NET INCOME Equity in Losses of Affiliates -- 1,462 Depreciation and amortization 23,924 18,148 Increase in accounts receivable (11,638) (12,033) Increase in inventories (33,879) (25,706) Decrease (increase) in miscellaneous current and other assets (1,348) 5,357 (Increase) in receivables from affiliates (111) (709) Increase (decrease) in accounts payable and other liabilities 5,622 (4,571) Other 270 (59) -------- -------- NET CASH FROM OPERATIONS 42,050 26,932 INVESTING ACTIVITIES Capital expenditures (37,692) (33,106) Acquisition of business, net of cash acquired (18,550) -- Investments in and advances to affiliates (7,704) (5,471) Proceeds from sale of property, plant and equipment 452 260 -------- -------- NET CASH USED IN INVESTING ACTIVITIES (63,494) (38,317) FINANCING ACTIVITIES Proceeds from (payments on) long-term borrowings (995) 3,349 Proceeds from (payments on) short-term borrowings (2,452) 1,100 Stock option plans 2,666 2,669 -------- -------- NET CASH FROM (USED IN) FINANCING ACTIVITIES (781) 7,118 Foreign currency translation adjustments (936) 151 -------- -------- Decrease for the period (23,161) (4,116) Cash and equivalents at beginning of period 46,064 40,714 -------- -------- CASH AND EQUIVALENTS AT END OF PERIOD $ 22,903 $ 36,598 ======== ======== See Notes to Consolidated Financial Statements
ANDREW CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A--BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended June 30, 1996 are not necessarily indicative of the results that may be expected for the year ending September 30, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's annual report on Form 10-K for the year ended September 30, 1995. NOTE B--STOCK SPLIT On February 7, 1996, the company's Board of Directors declared a three-for-two stock split to stockholders of record on February 21, 1996, payable March 6, 1996. All share and per share amounts have been restated for all periods presented to reflect the stock split. NOTE C--ACQUISITION In March 1996 Andrew Corporation completed its acquisition of The Antenna Company, a manufacturer and distributor of wireless telephone antennas and accessories for mobile applications. The transaction has been accounted for as a pooling of interests. Andrew exchanged 1,541,564 shares of its common stock for all the outstanding stock of the privately held The Antenna Company. In compliance with the accounting for a pooling of interests Andrew has restated all current and prior period financial information to reflect the results from operations of The Antenna Company. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net sales for the nine months ended June 30, 1996 were $558.3 million, an increase of 15% over the first nine months of fiscal year 1995. For the quarter, net sales increased $26.7 million to $197.2 million. Both the increase for the quarter and the first nine months of fiscal year 1996 are attributable to continued growth in Personal Communications Services infrastructure construction, strong international cellular markets and the wireless communications area, including wireless accessories markets in the U.S. Cost of goods sold as a percentage of sales remained relatively unchanged for both the three and nine months ended June 30, 1996 compared to the same periods in fiscal year 1995. Sales and administrative expenses remained relatively stable for both the quarter and nine months ended June 30, 1996 compared to the same periods in fiscal year 1995. As a percentage of sales, sales and administrative expenses decreased 2.4% for the quarter and 2.8% for the first nine months of fiscal year 1996. Research and development expenses for the third quarter and first nine months of fiscal year 1996 increased over 27% reflecting new product development efforts in the commercial and government business segments. Third quarter foreign currency conversion gains coupled with recording the minority interest's share in the earnings of the company's Brazilian operations resulted in other income of $.2 million for the three months ended June 30, 1996. During the third quarter of fiscal year 1995 the company recorded a one time gain of $1.7 million due to the conversion and sale of the Allen Group debentures held by the company. This gain was partially offset by the company's share of its Russian joint venture losses. For the nine months ended June 30, 1996 other expense increased 9% to $1.6 million. This increase is primarily attributable to costs related to the company's acquisition of The Antenna Company, in the second quarter of 1996, along with recording the minority interest's share of the net income in the company's operations in Brazil. LIQUIDITY AND CAPITAL RESOURCES Net cash from operations for the nine months ended June 30, 1996 was $42.1 million compared to $26.9 million for the same period in fiscal year 1995. Increased net income and other liabilities were the major contributors to the overall growth in net cash from operations. These inflows were partially offset by an increased investment in inventory and miscellaneous and other current assets. Net cash used in investing activities for the first nine months of fiscal year 1996 increased $25.2 million compared to the same period last fiscal year. This increase is a result of the company's second quarter purchase of a 51% interest in Mapra Industria e Comerico Ltda. and Gerbo Telecommunicaoes e Servicos Ltda. for $14.6 million net of cash received. In the third quarter of fiscal year 1996 the company also purchased an 80% interest in Satcom Systems located in South Africa. Net cash used in financing activities was $.8 million for the nine months ended June 30, 1996 compared to net cash from financing activities of $7.1 million for the same period last fiscal year. During the second quarter of fiscal year 1996 the company liquidated The Antenna Company's short-term debt of $5.0 million. In the first quarter of fiscal year 1995, the company received $3.8 million in proceeds from the issuance of an Industrial Development Revenue Bond with Coweta County, Georgia for construction of a plant in Newnan, Georgia. PART II--OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K (a) EXHIBIT INDEX
Exhibit No. Description Reference - ----------- ----------- --------- 10(a) Executive Severance Benefit Plan (i) Agreement with Floyd L. English (ii) Agreement with Charles R. Nicholas 10(a)a Executive Severance Benefit Plan Filed as Exhibit 10(a)a to Form 10-K for fiscal year ended (i) Agreement with Thomas E. Charlton September 30, 1993 and incorporated herein by reference. (ii) Agreement with John B. Scott 10(a)b(i) Executive Severance Benefit Plan Agreement with William R. Currer 10(d) Credit Agreement dated Filed as Exhibit 10(e) to Form 10-K for fiscal year ended June 16, 1993. September 30, 1993 and incorporated herein by reference. 10(d)a First Amendment to Credit Filed as Exhibit 10(d)a to Form 10-K for fiscal year ended Agreement dated June 16, 1993. September 30, 1995 and incorporated herein by reference. 10(d)b Second Amendment to Credit Filed as Exhibit 10(d)b to Form 10-K for fiscal year ended Agreement dated June 16, 1993. September 30, 1995 and incorporated herein by reference. 10(d)c Third Amendment to Credit Agreement dated June 16, 1993. 10(d)d Guaranty dated as of April 11, 1996 10(d)e Replacement Note dated as of April 8, 1996 11 Computation of Earnings per Share 27 Financial Data Schedule
(b) Reports on Form 8-K On May 10, 1996, Registrant filed a Current Report on Form 8-K reporting one month of the combined operating results of Andrew Corporation and The Antenna Company in compliance with the Securities Exchange Commission's Accounting Series Release 135. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date July 24, 1996 /s/ F. L. English ------------------ ------------- F. L. English Chairman, President and Chief Executive Officer Date July 24, 1996 /s/ C. R. Nicholas ------------------ -------------- C. R. Nicholas Executive Vice President and Chief Financial Officer EX-10.(A)I 2 EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT THIS AGREEMENT made as of 27 June 1986, between Andrew Corporation, an Illinois Corporation ( the "Company" ), and F. L. English (the "Executive"). ------------- W I T N E S S E T H: 1. Participation. The Executive has been designated as a participant in the Andrew Corporation Executive Severance Benefit Plan ( the "Plan" ) by the Compensation Committee of the Board of Directors of the Company. 2. Plan Benefits. The Executive agrees to be bound by the provisions of the Plan, including those provisions which relate to his eligibility to receive benefits and to the conditions affecting the form, manner, time and terms of benefit payments under the Plan, as applicable. The Executive understands and acknowledges that his benefit may be reduced pursuant to Section 10 of the Plan in order to eliminate any "excess parachute payments" as defined under Section 4999 of the Internal Revenue Code of 1954, as amended. The Executive may elect to receive his Plan benefits in installment payments, as provided under Section 9 of the Plan, by signing the statement included on page three of this Agreement. The Executive may make an election to receive installment payments, or may revoke any such election, at any time prior to the date which is ten days prior to the date on which a Change in Control is deemed to have occurred; provided that any election subsequent to the execution of this agreement or any revocation shall be in writing and shall be subject to the approval of the Compensation Committee. 3. Federal and State Laws. The Executive shall comply with all federal and state laws which may be applicable to his participation in this Plan, including without limitation, his entitlement to, or receipt of, any benefits under the Plan. If the Executive is subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934 as amended an in effect at the time of any Plan benefit payment, he shall comply with the provisions of Section 16(b), including any applicable exemptions thereto, whether or not such provisions and exemptions apply to all or any portion of his Plan benefit payments. 4. Amendment and Termination. The Board of Directors may amend, modify, suspend or terminate the Plan or this Agreement at any time, subject to the following: ( a ) without the consent of the Executive, no such amendment, modification, suspensions or termination shall reduce or diminish his right to receive any payment or benefit then due and payable under the Plan immediately prior to such amendment, modification, suspension or termination; and ( b ) in the event of a Change in Control pursuant to Section 5 of the Plan, no such amendment, modification, suspension or termination of benefits, and eligibility therefor, will be effective prior to the expiration of the 48-consecutive-month period following the date of the Change in Control. 5. Beneficiary. The Executive hereby designates his primary beneficiary(ies) as Executor of the Estate of F. L. English, who will receive any unpaid benefit payments in the event of the Executive's death prior to full receipt thereof. In the event that the primary beneficiary(ies) predeceases the Executive, his unpaid benefits shall be paid to _________________________ as secondary beneficiary(ies). If more than one primary or secondary beneficiary has been indicated, each primary beneficiary or, if none survives, each secondary beneficiary will receive an equal share of the unpaid benefits unless the Executive indicates specific percentages next to the beneficiaries' names. Except as required by applicable law, the Executive's beneficiary or beneficiaries shall not be entitled to any medical, life or other insurance-type welfare benefits. 6. Arbitration. The Executive agrees to be bound by any determination rendered by arbitrators pursuant to Section 11 of the Plan. 7. Employment Rights. The Plan and this Agreement shall not be construed to give the Executive the right to be continued in the employment of the Company or to give the Executive any benefits not specifically provided by the Plan. IN WITNESS WHEREOF, Andrew Corporation has caused this Agreement to be executed and the Executive has executed this Agreement, both as of the day and year first above written. ANDREW CORPORATION /s/F. L. English By /s/Edward J. Andrew Title President and Chief Executive Its Chairman of the Board Officer ELECTION OF INSTALLMENTS I hereby elect to receive my Plan benefits in installment payments pursuant to the terms of Section 9 of the Plan. - ------------------------------ EX-10.(A)II 3 EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT THIS AGREEMENT made as of 27 June 1986, between Andrew Corporation, an Illinois Corporation ( the "Company" ), and Charles R. Nicholas ------------------- ( the "Executive"). W I T N E S S E T H: 1. Participation. The Executive has been designated as a participant in the Andrew Corporation Executive Severance Benefit Plan ( the "Plan" ) by the Compensation Committee of the Board of Directors of the Company. 2. Plan Benefits. The Executive agrees to be bound by the provisions of the Plan, including those provisions which relate to his eligibility to receive benefits and to the conditions affecting the form, manner, time and terms of benefit payments under the Plan, as applicable. The Executive understands and acknowledges that his benefit may be reduced pursuant to Section 10 of the Plan in order to eliminate any "excess parachute payments" as defined under Section 4999 of the Internal Revenue Code of 1954, as amended. The Executive may elect to receive his Plan benefits in installment payments, as provided under Section 9 of the Plan, by signing the statement included on page three of this Agreement. The Executive may make an election to receive installment payments, or may revoke any such election, at any time prior to the date which is ten days prior to the date on which a Change in Control is deemed to have occurred; provided that any election subsequent to the execution of this agreement or any revocation shall be in writing and shall be subject to the approval of the Compensation Committee. 3. Federal and State Laws. The Executive shall comply with all federal and state laws which may be applicable to his participation in this Plan, including without limitation, his entitlement to, or receipt of, any benefits under the Plan. If the Executive is subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934 as amended an in effect at the time of any Plan benefit payment, he shall comply with the provisions of Section 16(b), including any applicable exemptions thereto, whether or not such provisions and exemptions apply to all or any portion of his Plan benefit payments. 4. Amendment and Termination. The Board of Directors may amend, modify, suspend or terminate the Plan or this Agreement at any time, subject to the following: ( a ) without the consent of the Executive, no such amendment, modification, suspensions or termination shall reduce or diminish his right to receive any payment or benefit then due and payable under the Plan immediately prior to such amendment, modification, suspension or termination; and ( b ) in the event of a Change in Control pursuant to Section 5 of the Plan, no such amendment, modification, suspension or termination of benefits, and eligibility therefor, will be effective prior to the expiration of the 48-consecutive-month period following the date of the Change in Control. 5. Beneficiary. The Executive hereby designates his primary beneficiary(ies) as Diane M. Nicholas, who will receive any unpaid benefit payments in the event of the Executive's death prior to full receipt thereof. In the event that the primary beneficiary(ies) predeceases the Executive, his unpaid benefits shall be paid to _______________ as secondary beneficiary(ies). If more than one primary or secondary beneficiary has been indicated, each primary beneficiary or, if none survives, each secondary beneficiary will receive an equal share of the unpaid benefits unless the Executive indicates specific percentages next to the beneficiaries' names. Except as required by applicable law, the Executive's beneficiary or beneficiaries shall not be entitled to any medical, life or other insurance-type welfare benefits. 6. Arbitration. The Executive agrees to be bound by any determination rendered by arbitrators pursuant to Section 11 of the Plan. 7. Employment Rights. The Plan and this Agreement shall not be construed to give the Executive the right to be continued in the employment of the Company or to give the Executive any benefits not specifically provided by the Plan. IN WITNESS WHEREOF, Andrew Corporation has caused this Agreement to be executed and the Executive has executed this Agreement, both as of the day and year first above written. ANDREW CORPORATION /s/C. R. Nicholas By /s/F. L. English Title VP Finance & CFO Its President & Chief Executive Officer ELECTION OF INSTALLMENTS I hereby elect to receive my Plan benefits in installment payments pursuant to the terms of Section 9 of the Plan. - ------------------------------ EX-10.(A)B(I) 4 EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT EXHIBIT 10(a)b(i) ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT THIS AGREEMENT made as of 3 June 1996, between Andrew Corporation, a Delaware corporation (the "Company"), and William R. Currer (the "Executive"). W I T N E S S E T H: 1. Participation. The Executive has been designated as a participant in the Andrew Corporation Executive Severance Benefit Plan (the "Plan") by the Compensation Committee of the Board of Directors of the Company. 2. Plan Benefits. The Executive agrees to be bound by the provisions of the Plan, including those provisions which relate to his eligibility to receive benefits and to the conditions affecting the form, manner, time and terms of benefit payments under the Plan, as applicable. The Executive understands and acknowledges that his benefit may be reduced pursuant to Section 10 of the Plan in order to eliminate any "excess parachute payments" as defined under Section 4999 of the Internal Revenue Code of 1954, as amended. The Executive may elect to receive his Plan benefits in installment payments, as provided under Section 9 of the Plan, by signing the statement included on page three of this Agreement. The Executive may make an election to receive installment payments, or may revoke any such election, at any time prior to the date which is ten days prior to the date on which a Change in Control is deemed to have occurred; provided that any election subsequent to the execution of this Agreement or any revocation shall be in writing and shall be subject to the approval of the Compensation Committee. 3. Federal and State Laws. The Executive shall comply with all federal and state laws which may be applicable to his participation in this Plan, including without limitation, his entitlement to, or receipt of, any benefits under the Plan. If the Executive is subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934 as amended and in effect at the time of any Plan benefit payment, he shall comply with the provisions of Section 16(b), including any applicable exemptions thereto, whether or not such provisions and exemptions apply to all or any portion of his Plan benefit payments. 4. Amendment and Termination. The Board of Directors may amend, modify, suspend or terminate the Plan or this Agreement at any time, subject to the following: (a) without the consent of the Executive, no such amendment, modification, suspension or termination shall reduce or diminish his right to receive any payment or benefit then due and payable under the Plan immediately prior to such amendment, modification, suspension or termination; and (b) in the event of a Change in Control pursuant to Section 5 of the Plan, no such amendment, modification, suspension or termination of benefits, and eligibility therefor, will be effective prior to the expiration of the 48-consecutive-month period following the date of the Change in Control. 5. Beneficiary. The Executive hereby designates his primary beneficiary(ies) as ______________________________, who will receive any unpaid benefit payments in the event of the Executive's death prior to full receipt thereof. In the event that the primary beneficiary(ies) predeceases the Executive, his unpaid benefits shall be paid to ______________________________ as secondary beneficiary(ies). If more than one primary or secondary beneficiary has been indicated, each primary beneficiary or, if none survives, each secondary beneficiary will receive an equal share of the unpaid benefits unless the Executive indicates specific percentages next to the beneficiaries' names. Except as required by applicable law, the Executive's beneficiary or beneficiaries shall not be entitled to any medical, life or other insurance-type welfare benefits. 6. Arbitration. The Executive agrees to be bound by any determination rendered by arbitrators pursuant to Section 11 of the Plan. 7. Employment Rights. The Plan and this Agreement shall not be construed to give the Executive the right to be continued in the employment of the Company or to give the Executive any benefits not specifically provided by the Plan. IN WITNESS WHEREOF, Andrew Corporation has caused this Agreement to be executed and the Executive has executed this Agreement, both as of the day and year first above written. ANDREW CORPORATION /s/William R. Currer /s/Floyd L. English _________________ ________________ William R. Currer F. L. English Group President Chairman, President and Communication Products Chief Executive Officer EX-10.(D)C 5 THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT DATED AS OF APRIL 8, 1996 TO CREDIT AGREEMENT DATED AS OF JUNE 16, 1993 THIS AMENDMENT, dated as of April 8, 1996, is entered into among ANDREW CORPORATION, a Delaware corporation (the "Company"), the various financial institutions parties hereto (collectively, the "Lenders"), and BANK OF AMERICA ILLINOIS, an Illinois banking corporation having its principal office at 231 South LaSalle Street, Chicago, Illinois 60697 ("BAI"), as agent ("Agent"), for the Lenders. R E C I T A L S: A. The Company, the Agent and the Lenders have entered into a Credit Agreement, dated as of June 16, 1993, as amended by a First Amendment thereto dated as of August 15, 1994 and a Second Amendment thereto dated September 29, 1995 (said Credit Agreement, as heretofore and hereby amended, shall hereinafter be referred to as the "Agreement"; the terms defined in the Agreement and not otherwise defined herein shall be used herein as defined in the Agreement). B. The Agreement currently permits the Company to designate one or more of its Subsidiaries as a "Borrower" under the Agreement. C. The Company has requested the Agent and the Required Lenders to amend the Agreement to (i) increase the Commitment Amount and (ii) permit the Company to designate certain joint ventures in which the Company is participating in Russia and elsewhere as a "Borrower" under the Agreement. D. With respect to clause (ii) of Recital C above, the Agent and the Required Lenders are willing to permit each such joint venture to become "Borrower" under the Agreement on the following conditions: (i) BAI shall be the only Lender to make Loans to such joint ventures; (ii) upon default by a joint venture under any Loan, such Loan shall immediately, and without further action by the Agent or any other Person, be deemed to constitute a Loan of the same Type of the Company made by BAI in which each Lender participates in the amount of each Lender's Percentage as if the Company was the Borrower on the date of such Loan; (iii) the Company guaranties the Loans to the joint ventures and indemnifies and holds the Lenders harmless from any claims arising in connection therewith; and (iv) the Company acts as agent for such joint ventures in dealing with the Agent and BAI; and the Company has agreed to assume such risks and agency responsibility as provided herein. E. The Company, the Agent and the Required Lenders wish to amend the Agreement to increase the Commitment Amount and to revise the definition of Borrower to allow each such joint venture to become a Borrower on the conditions contained herein and to otherwise amend certain provisions of the Agreement. F. Therefore, the parties hereto agree as follows: 1. RECITALS. The Recitals to this Amendment are hereby incorporated into this Amendment and made a part hereof. 2. AMENDMENTS TO THE AGREEMENT. 2.1 Recital. The first recital of the Agreement is hereby amended as of the date hereof by deleting the dollar amount $50,000,000" appearing therein and substituting "$75,000,000" therefor. 2.2 Recital. Clause (b) of the third Recital of the Agreement is hereby amended as of the date hereof by deleting it in its entirety and substituting the following therefor: "(b) for general corporate purposes and working capital purposes of the Company, its Subsidiaries and the Designated Joint Ventures". 2.3 Section 1.1 of the Agreement. Section 1.1 of the Agreement is hereby amended as of the date hereof by (i) amending and restating the definitions of "Commitment Amount", "Commitment Termination Event", "Designation Letter" and "Stated Maturity Date" in their entirety and (ii) adding the following additional definitions in alphabetical order: "Adjusted Percentage" means, relative to any Lender, the percentage set forth opposite its name on Schedule I hereto. "BAI" means Bank of America Illinois, and its successors and assigns. "Commitment Amount" means on any date, $75,000,000 (in Dollars and/or Dollar Equivalent), as such amount may be reduced from time to time pursuant to Section 2.2.1, less any Loans outstanding to any Designated Joint Venture. "Commitment Termination Event" means (a) the occurrence of any Default described in clauses (a) through (e) of Section 8.1.9 with respect to the Company, any Designated Entity or any Subsidiary; or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3, or (ii) in the absence of such declaration, the giving of notice by the Agent, acting at the direction of (i) the Required Lenders, in the case of Loans to a Borrower which is not a Designated Joint Venture, or (ii) BAI only, in the case of Loans to a Borrower which is a Designated Joint Venture, to the Company, that the Commitment or Designated Joint Venture Commitment, as applicable, has been terminated. "Designated Entity" means either a Designated Subsidiary or Designated Joint Venture, as applicable. "Designated Joint Venture" means a Joint Venture or other joint venture identified in a Designation Letter and acceptable to the Agent and BAI. "Designated Joint Venture Commitment" means, as to BAI, BAI's obligation to make Loans pursuant to Section 2.1.1 to a Designated Joint Venture. "Designated Joint Venture Commitment Amount" means $32,500,000. "Designation Letter" means in the case of a Designated Subsidiary, a letter in the form of Exhibit E signed by an Authorized Officer of the Company and each Designated Subsidiary identified therein, and in the case of a Designated Joint Venture, a letter in the form of Exhibit E-1 signed by an Authorized Officer of the Company. "Joint Venture" means each of (i) The Russian-American Joint Stock Company for Long Distance Communication Systems ("RASCOM"), (ii) Russian-American Joint Venture METROCOM Closed Joint Stock Company ("METROCOM") and (iii) Russian-American Joint Venture MACOMNET Limited Liability Company ("MACOMNET"). "Note" means a promissory note of the Company or other applicable Borrower payable to any Lender in the form of (i) Exhibit A hereto in the case of a Borrower other than a Designated Joint Venture and (ii) Exhibit A-1 hereto in the case of a Designated Joint Venture with respect to Eurodollar Rate Loans or Reference Rate Loans, as each such promissory note may be amended, or otherwise modified from time to time, evidencing the aggregate Indebtedness of such Borrower to such Lender resulting from outstanding Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof. "Person" means any natural person, corporation, partnership, firm, joint venture, limited liability company, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity. "Required Lenders" means, (1) with respect to matters affecting all the Lenders and not strictly related to a Loan to a Designated Joint Venture, (a) at any time that there are three (3) Lenders, any two (2) Lenders holding at least 51% of the then aggregate outstanding principal amount of the Notes then held by the Lenders, or, if no such principal amount is then outstanding, any two (2) Lenders having at least 51% of the Commitments and (b) at all other times, Lenders holding at least 51% of the then aggregate outstanding principal amount of the Notes then held by the Lenders, or, if no such principal amount is then outstanding, Lenders having at least 51% of the Commitments, and (2) with respect to matters strictly related to a Designated Joint Venture or Loan thereto, BAI. "Stated Maturity Date" means, (a) with respect to a Borrower other than a Designated Joint Venture, March 31, 1999, or as extended, if extended pursuant to Section 2.2.2, and (b) with respect to a Borrower who is a Designated Joint Venture, March 31, 1997." 2.4 Global Amendment - Designated Subsidiary. All references in the Agreement (other than Section 1.1) to "Designated Subsidiary" are hereby deleted as of the date hereof and a reference to "Designated Entity" substituted therefor. 2.5 Section 2.1.1 of the Agreement. Section 2.1.1 of the Agreement is hereby amended as of the date hereof by deleting it in its entirety and substituting the following therefor: "SECTION 2.1.1 Commitment of Each Lender. From time to time on any Banking Day occurring prior to the Commitment Termination Date, each Lender will make loans (relative to such Lender, and of any Type, the "Loans") to a Borrower (other than a Designated Joint Venture) equal to such Lender's Percentage of the aggregate amount of the Borrowing requested by such Borrower to be made on such day until the outstanding Loans made by BAI to all Borrowers (including all Designated Joint Ventures) equal $37,500,000, after which time each Lender other than BAI will make Loans to a Borrower (other than a Designated Joint Venture) equal to its Adjusted Percentage of the aggregate amount of the Borrowing requested by such Borrower to be made on such date. BAI further agrees, from time to time on any Banking Day prior to the Commitment Termination Date for Loans to Designated Joint Ventures, to make Loans to a Designated Joint Venture equal to the lesser of (a) the Designated Joint Venture Commitment Amount or (b) $37,500,000 less the amount of Loans made by BAI outstanding to any Borrower. Eurocurrency Rate Loans shall be made in a currency which is not a Designated Currency only with the consent of all Lenders. Only BAI will make Loans to a Designated Joint Venture and such Loans may only be Eurodollar Rate Loans and Reference Rate Loans. The Commitment of each Lender described in this Section 2.1.1 is herein referred to as its "Commitment" and the Commitment of BAI to lend to Designated Joint Ventures described in this Section 2.1.1 is referred to as the "Designated Joint Venture Commitment". On the terms and subject to the conditions hereof, each Borrower may from time to time borrow, repay and reborrow Loans made to it." 2.6 Section 2.1.2 of the Agreement. Section 2.1.2 of the Agreement is hereby amended as of the date hereof by replacing the period at the end of clause (c) thereof with ";or" and adding the following clause (d) thereto: "(d) after giving effect thereto, the aggregate outstanding principal amount of all Loans of BAI to all Designated Joint Ventures would exceed the Designated Joint Venture Commitment Amount." 2.7 Section 2.2.1 of the Agreement. Section 2.2.1 of the Agreement is hereby amended as of the date hereof by deleting it in its entirety and substituting the following therefor: "SECTION 2.2.1 Reduction of Commitments. The Company may, from time to time on any Banking Day occurring after the time of the initial Borrowing hereunder, voluntarily reduce the Commitment Amount or Designated Joint Venture Commitment Amount; provided, however, that the Commitment Amount shall never be less than the Designated Joint Venture Commitment Amount and provided, further, that all reductions shall require at least five (5) Banking Days' prior notice to the Agent and be permanent, and any partial reduction of the Commitment Amount or Designated Joint Venture Commitment Amount shall be in a minimum amount of $1,000,000 (in Dollars and/or Dollar Equivalent) and in an integral multiple of $1,000,000 (in Dollars and/or Dollar Equivalent)." 2.8 Section 2.3 of the Agreement. Section 2.3 of the Agreement is hereby amended as of the date hereof by (i) inserting the following proviso at the end of the first sentence thereof and (ii) inserting the phrase "or BAI, as applicable," after the word "Lender" the first time it appears in the third sentence thereof: "provided, however, that only an Authorized Corporate Official of the Company may request Eurodollar Rate Loans or Reference Rate Loans only on behalf of a Borrower which is a Designated Joint Venture". 2.9 Section 2.4 of the Agreement. Section 2.4 of the Agreement is hereby amended as of the date hereof by adding the following proviso at the end of the first sentence thereof: "provided, further, that only an Authorized Corporate Official of the Company, on behalf of a Borrower which is a Designated Joint Venture, may continue such Borrower's Reference Rate Loans or Eurodollar Rate Loans as such Loans or convert such Loans into a Eurodollar Loan or Reference Rate Loan, as applicable." 2.10 Section 2.7 of the Agreement. Section 2.7 of the Agreement is hereby amended as of the date hereof by (i) adding the parenthetical "(other than a Borrower which is a Designated Joint Venture)" after the word Borrower the first time it appears therein and (ii) adding the following new sentence after the first sentence thereof: "BAI's Loans to a Designated Joint Venture shall be evidenced by a Note made by such Borrower payable to the order of BAI in a maximum principal amount equal to the face amount of the applicable Note." 2.11 Section 3.1(b) of the Agreement. Section 3.1(b) of the Agreement is hereby amended as of the date hereof by restating it in its entirety as follows: "(b) shall, on each date when any reduction in the Commitment Amount or Designated Joint Venture Commitment Amount, as applicable, shall become effective, including pursuant to Section 2.2.1, (i) in the case of a Loan to a Borrower not constituting a Designated Joint Venture, make a mandatory prepayment of all Loans to such Borrower such that the aggregate amount of prepayments made by all Borrowers (other than Designated Joint Ventures) shall be equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans to all Borrowers (other than Designated Joint Ventures) over the Commitment Amount as so reduced; and (ii) in the case of a Loan to a Designated Joint Venture, make a mandatory prepayment of all Loans to such Borrower such that the aggregate amount of prepayments made by all Designated Joint Ventures shall be equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans to all Designated Joint Ventures over the Designated Joint Venture Commitment Amount as so reduced; and". 2.12 Section 3.1 of the Agreement. Section 3.1 of the Agreement is hereby amended as of the date hereof by deleting the reference therein to "Section 4.4" and substituting a reference to "Section 4.5" therefor. 2.13 Sections 3.1 of the Agreement. Section 3.1 of the Agreement is hereby amended as of the date hereof by adding the following new Section 3.1.1 thereto: "SECTION 3.1.1 Mandatory Prepayment. If (i) the aggregate amount of Loans outstanding to all Designated Joint Ventures is less than the Designated Joint Venture Commitment Amount, (ii) the aggregate outstanding amount of Loans made by BAI equals $37,500,000, (iii) the Company, on behalf of a Designated Joint Venture, requests a Loan from BAI in an amount equal to all or a portion of the unused Designated Joint Venture Commitment Amount, and (iv) all conditions to Borrowing are met, then the Company agrees immediately to prepay and cause all other Borrowers (other than Designated Joint Ventures) to prepay such Loans (other than Loans to Designated Joint Ventures) in such an amount so as to enable BAI to make the requested Loan to the Designated Joint Venture up to the amount of the Designated Joint Venture Commitment Amount. Each such mandatory prepayment shall be accompanied by all accrued and unpaid interest, together with any charges required by Section 4.5." 2.14 Section 3.2.1(a) of the Agreement. Section 3.2.1(a) of the Agreement is hereby amended as of the date hereof by adding the following proviso before the period therein: "provided, however, that Reference Rate Loans to a Borrower which is a Designated Joint Venture shall accrue and bear interest until maturity at rate per annum equal to the Alternate Reference Rate from time to time in effect plus (i) (A) in the case of such Loans to METROCOM, if the outstanding principal amount of all Loans to METROCOM is less than or equal to $6,382,000, 5% per annum; (B) in the case of such Loans to MACOMNET, if the outstanding principal amount of all Loans to MACOMNET is less than or equal to $7,350,000, 6% per annum; or (C) in the case of such Loans to RASCOM, if the outstanding principal amount of all Loans to RASCOM is less than or equal to $3,668,000, 3.75% per annum; and (ii) on the outstanding principal amount of such Loans in excess of the principal amount specified above for such Designated Joint Venture, 8.50% per annum." 2.15 Section 3.2.1(b) of the Agreement. Section 3.2.1(b) of the Agreement is hereby amended as of the date hereof by adding the following proviso before the period therein: "provided, however, that Eurodollar Rate Loans to a Borrower which is a Designated Joint Venture shall accrue and bear interest, during each Interest Period applicable thereto, at a rate per annum equal to the Interbank Rate (Reserve Adjusted) for such Interest Period plus (i)(A) in the case of such Loans to METROCOM, if the outstanding principal amount of all Loans to METROCOM is less than or equal to $6,382.000, 5% per annum; (B) in the case of such Loans to MACOMNET, if the outstanding principal amount of all Loans to MACOMNET is less than or equal to $7,350,000, 6% per annum; or (C) in the case of such Loans to RASCOM, if the outstanding principal amount of all Loans to RASCOM is less than or equal to $3,668,000, 3.75% per annum; and (ii) in the case of such Loans in excess of the amount specified above for all Loans to such Designated Joint Venture, 8.50% per annum". 2.16 Section 3.2.3(b) of the Agreement. Section 3.2.3(b) of the Agreement is hereby amended as of the date hereof by adding the phrase "Designated Joint Venture Commitment Amount, as applicable", after the phrase "Commitment Amount" appearing therein. 2.17 Section 3.3.1 of the Agreement. Section 3.3.1 of the Agreement is hereby deleted in its entirety as of the date hereof and the following substituted therefor: "SECTION 3.3.1 Facility Fee. The Company agrees to pay to the Agent for the account of each Lender, for the period (including any portion thereof when its Commitment is suspended by reason of any Borrower's inability to satisfy any condition of Article V) commencing on the Effective Date, a facility fee at the rate of fifteen hundredths of one-percent (.15%) per annum on such Lender's Percentage of the Commitment Amount plus any Loans outstanding to any Designated Joint Venture. Such facility fees shall be payable by the Company in arrears on each Quarterly Payment Date, commencing with the first such day following August 15, 1994, and on the Commitment Termination Date for the period then ending." 2.18 Section 4.7 of the Agreement. The first sentence of Section 4.7 of the Agreement is hereby deleted in its entirety as of the date hereof and the following substituted therefor: "Unless otherwise expressly provided, all payments by a Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by such Borrower to the Agent for the account of (a) if no Event of Default shall have occurred and be continuing, such Lenders and their Loans as shall be directed by the Borrower, or (b) if an Event of Default shall have occurred and be continuing (and thereby any Loans to a Designated Joint Venture are deemed to constitute Loans of the same Type to the Company pursuant to Section 8.1), each Lender in an amount equal to the product of (i) the amount of such payment times (ii) a fraction the numerator of which is the amount of Loans outstanding made by such Lender and the denominator of which is the total amount of Loans outstanding made by all the Lenders. Payments of the facility fee specified in Section 3.3.1 shall be distributed by the Agent for the account of each Lender in the amount of its Percentage thereof." 2.19 Section 4.8 of the Agreement. Section 4.8 of the Agreement is hereby amended as of the date hereof by (i) making the "I" in "If" at the beginning thereof lower case and (ii) adding the phrase "Except as contemplated by Section 4.7", at the beginning thereof. 2.20 Section 4.9 of the Agreement. Section 4.9 of the Agreement is hereby amended as of the date hereof by deleting the reference to "Section 8.1.11" appearing thereunder and substituting "Section 8.1.9" therefor. 2.21 Section 4.10 of the Agreement. Section 4.10 of the Agreement is hereby amended as of the date hereof by deleting the reference to "fourth recital" and substituting "third recital" therefor. 2.22 Sections 5.2 and 5.3 of the Agreement Sections 5.2 and 5.3 of the Agreement are hereby amended as of the date hereby by adding (i) the phrase "or BAI, as applicable" after the word "Lenders" or "Lender" each time it appears therein and (ii) the phrase "or any Designated Joint Venture" after the word "Subsidiary" or "Subsidiaries" appearing therein. 2.23 Section 6.1 of the Agreement. Section 6.1 of the Agreement is hereby amended as of the date here of by adding the following at the end thereof: "Each Designated Joint Venture is an entity validly organized and existing and in good standing under the laws of the jurisdiction of its formation and is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business requires such qualification, except such jurisdictions where failure to so qualify and be in good standing is not reasonably likely to have a material adverse effect on the operations or financial condition of the Designated Joint Venture taken as a whole. Each Designated Joint Venture has full power and authority and holds, and will hold, all requisite governmental consents and other approvals to enter into, deliver and perform its Obligations under its Note and each other Loan Document to which it is a party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it." 2.24 Schedule 6.9 to the Agreement. Schedule 6.9 to the Agreement is hereby amended as of the date hereof to be in the form of Schedule 6.9 hereto. 2.25 Sections 6.3, 6.7, 6.10, 6.11, 7.1.2, 8.1.5, 8.1.6 and 8.1.9 of the Agreement. Sections 6.3, 6.7, 6.10, 6.11, 7.1.2, 8.1.5, 8.1.6 and 8.1.9 of the Agreement are hereby amended as of the date hereof by adding the phrase "and/or Designated Entity" immediately after the word "Subsidiaries" or "Subsidiary" each time its appears therein. 2.26 Section 8.1 of the Agreement. Section 8.1 of the Agreement is hereby amended as of the date hereof by (i) adding the following new clause 8.1.10 thereto and (ii) adding the following proviso at the end of Section 8.1 with the intent that it modify Section 8.1.1 to 8.1.10 inclusive. "SECTION 8.1.10. Regulatory Authority. Any domestic or foreign regulatory authority shall (i) bring any action or claim (judicial or otherwise) against any Designated Joint Venture alleging that such Designated Joint Venture is not authorized to borrow the Loans, or seeking to suspend or revoke such Designated Joint Venture's authority to borrow the Loans or (ii) bring any action or claim (judicial or otherwise) against the Agent or BAI alleging that the Agent or BAI is not authorized to make the Loans to a Designated Joint Venture, or seeking to suspend or revoke the Agent's or BAI's authority to make Loans to a Designated Joint Venture." Provided, however, that in the event an Event of Default occurs as a result of any event or occurrence with respect to any Designated Joint Venture and not any other Borrower, BAI, the Agent and the Lenders agree not to exercise any of their rights or remedies under Section 8.3 unless the Company (i) fails to assume or is prevented from assuming the Obligations of such defaulting Designated Joint Venture as contemplated by the third sentence of this proviso and/or (ii) otherwise fails to cure such Event of Default within two (2) Banking Days of notice thereof from BAI in a manner satisfactory to BAI, solely, in its sole discretion. If such Event of Default with respect to any Designated Joint Venture is cured in the manner specified in this proviso, such Event of Default shall be deemed to have been waived by BAI, the Agent and the Lenders and the Company shall be restored to its former position and rights hereunder (except that the Company shall be substituted as the Borrower on the Loans to the defaulting Designated Joint Venture), and any Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default. Upon the occurrence of any Event of Default described in this Section 8.1 with respect to a Loan to a Designated Joint Venture or upon the occurrence of an Event of Default with respect to the Company when any Loan is outstanding to a Designated Joint Venture and assuming for the purpose of this sentence the Company was the original Borrower of such Loan to such Designated Joint Venture, if such Loan would have been made to the Company because the conditions specified in Sections 5.3.1 were satisfied on the date such Loan was made to the Designated Joint Venture, as of the date of such Event of Default, the Company, the Agent, BAI and the Lenders hereby deem such Loan to such Designated Joint Venture to be a Loan of the same Type to the Company made by BAI as of the date the Loan was made to the Designated Joint Venture for all purposes of the Loan Documents without any further action on the part of the Agent, the Lenders, BAI or the Company and the Company, the Agent and the Lenders acknowledge and agree to the foregoing." 2.27 Sections 8.2 and 8.3 of the Agreement. Sections 8.2 and 8.3 of the Agreement are hereby deleted as of the date hereof and the following substituted therefor: "SECTION 8.2. Action if Bankruptcy. If any Event of Default described in clauses (a) through (e) of Section 8.1.9 shall occur with respect to the Company, any Subsidiary or Designated Entity (other than a Designated Joint Venture), the Commitments (including the Designated Joint Venture Commitment) (if not theretofore terminated) shall automatically terminate and be reduced to zero and the outstanding principal amount of all outstanding Loans and all other Obligations shall automatically be and become immediately due and payable, without notice or demand. SECTION 8.3. Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (a) through (e) of Section 8.1.9 with respect to the Company, any Subsidiary or Designated Entity, but including a bankruptcy default with respect to a Designated Joint Venture) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Agent, upon the direction of the Required Lenders, in the case of Loans to Borrowers not constituting a Designated Joint Venture, and BAI only, in the case of Loans to Borrowers constituting Designated Joint Ventures, shall by notice to the Company declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (including the Designated Joint Venture Commitment) (if not theretofore terminated) to be terminated and reduced to zero, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and be reduced to zero." 2.28 Section 9 of the Agreement. Section 9 of the Agreement is hereby amended as of the date hereof by adding a new Section 9.8 as follows: 9.8 Participation in Deemed Company Loans. Upon any Loan made by BAI to any Designated Joint Venture being deemed to constitute a Loan to the Company pursuant to the proviso of Section 8.1, and if the amount of such Loan outstanding as of such date exceeds any Lender's Percentage thereof (assuming for purposes of this Section that all Lenders were required to make such Loan in the amount of their Percentage to the Company), the Lender holding any excess amount hereby sells and each other Lender hereby purchases such participations in the Loan as of such date as shall be necessary to cause each Lender to participate in such Loan in an amount equal to its Percentage thereof. Each of Borrower, BAI and Lender agree that any such Lender so purchasing a participation from the selling Lender pursuant to this Section shall be deemed a "Lender" for all purposes of the Loan Documents. On or before 1:00 p.m. (Chicago time) on the Banking Day such Loan to a Designated Joint Venture is deemed to constitute a Loan to the Company, each purchasing Lender shall deposit with Agent, for the account of the selling Lender, same day funds in an amount equal to its participation purchase price. Each Lender acknowledges that its obligations to purchase participations under this Section are binding notwithstanding that its Commitment to lend to any Borrower may have been terminated because of the insolvency of the Company or otherwise." 2.29 Section 10.1 of the Agreement. The introductory phrase and clauses (a) and (b) of Section 10.1 of the Agreement are hereby deleted as of the date hereof and the following substituted therefor: "SECTION 10.1. Waivers, Amendments, etc. The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Company and the Required Lenders in the case of Loans to a Borrower other than a Designated Joint Venture, or BAI only, in the case of Loans to a Designated Joint Venture; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders, by the Required Lenders or BAI, as applicable, shall be effective unless consented to by each Lender or BAI, as applicable; (b) modify this Section 10.1, change the definition of "Required Lenders", increase the Commitment Amount, Designated Joint Venture Commitment Amount or the Percentage of any Lender (except pursuant to assignments in accordance with Section 10.11), reduce any fees described in Article III, or extend the Commitment Termination Date shall be made without the consent of each Lender and each holder of a Note except that the Designated Joint Venture Commitment Amount shall only be increased upon the exclusive consent of BAI;..." 2.30 Schedule I of the Agreement. Schedule I of the Agreement is hereby amended as of the date hereof to be in the form of Schedule I hereto. 2.31 Exhibits A-1 and E-1 to the Agreement. The Agreement is hereby amended as of the date hereof to add Exhibits A-1 and E-1 thereto in the form of Exhibits A-1 and E-1 hereto. 2.32 Exhibits A and C to the Agreement. Exhibits A and C to the Agreement are hereby amended as of the date hereof to be in the form of Exhibits A and C hereto. 3. WARRANTIES. To induce the Agent and the Lenders to enter into this Amendment, the Company warrants that: 3.1 Authorization. The Company and each Designated Joint Venture is duly authorized to execute and deliver this Amendment, the Guaranty, the Replacement Notes (hereafter defined) and the Notes, as applicable, and each is and will continue to be duly authorized to borrow monies under the Agreement, as amended hereby, and to perform its obligations under the Agreement, as amended hereby, the Guaranty, the Replacement Notes and the Notes, as applicable. 3.2 No Conflicts. The execution and delivery of this Amendment, the Guaranty, the Replacement Notes and the Notes by the Company and any Designated Joint Venture, as applicable, and the performance by the Company or such Designated Joint Venture of their respective obligations under the Agreement, as amended hereby, the Guaranty, the Replacement Notes and the Notes do not and will not conflict with any provision of law or of the organizational documents of the Company or such Designated Joint Venture or of any agreement binding upon the Company or such Designated Joint Venture. 3.3 Validity and Binding Effect. The Agreement, as amended hereby, the Guaranty, the Replacement Notes and the Notes are a legal, valid and binding obligation of the Company and each Designated Joint Venture party thereto, enforceable against the Company or such Designated Joint Venture in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. 4. CONDITIONS PRECEDENT. The amendments contemplated by Section 2 hereof are subject to the prior or concurrent satisfaction of the conditions precedent specified in Sections 4.1 and 4.3 through 4.5 inclusive and the obligation of BAI to fund the Initial Borrowing of any Designated Joint Venture then borrowing is subject to the satisfaction of the conditions specified in Sections 4.2 through 4.6 inclusive. 4.1 Amendment Documentation. The Company shall have delivered to the Agent (with sufficient copies for each Lender) all of the following, each duly executed and dated the closing date hereof, in form and substance satisfactory to the Agent: (a) Amendment. Counterparts of this Amendment duly executed by the Company and the Lenders; (b) Replacement Notes. A promissory note of the Company (collectively, the "Replacement Notes") for each Lender, substantially in the form set forth as Exhibit A hereto. Upon receipt of its Replacement Note, each Lender will: (i) record the aggregate unpaid principal amount of its Note dated June 16, 1993 (collectively, the "Original Note") issued under the Agreement in its records or, at its option, on the schedule attached to its Replacement Note as the aggregate unpaid principal amount of its Replacement Note; (ii) mark the Original Note as replaced by the Replacement Note; and (iii) return the Original Note to the Company upon the Company's request. Thereafter, all references in the Agreement and any and all instruments or documents provided for therein or delivered or to be delivered thereunder or in connection therewith to the Original Notes shall be deemed references to the Replacement Notes. The replacement of the Original Notes with the Replacement Notes shall not be construed to deem paid or forgiven the unpaid principal amount of, or unpaid accrued interest on, the Original Notes outstanding at the time of replacement; (c) Resolutions, etc. A certificate of the secretary or assistant secretary of the Company as to: (i) resolutions of the Board of Directors of the Company then in full force and effect authorizing the execution, delivery and performance of this Amendment, the Replacement Notes and the Guaranty and authorizing the borrowings under the Agreement, as amended hereby; (ii) all documents evidencing other corporate action necessary for the execution, delivery and performance of this Amendment, the Replacement Notes and the Guaranty by the Company; (iii) all approvals or consents, if any, with respect to this Amendment, the Replacement Notes and the Guaranty; and (iv) the incumbency and specimen signatures of the Company's officers authorized to sign this Amendment, the Replacement Notes the Guaranty and each other document to be executed by the Company, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the secretary or assistant secretary of the Company canceling or amending such prior certificate; (d) Opinion of Counsel. An opinion addressed to the Agent and all Lenders, from Gardner, Carton & Douglas, counsel to the Company, substantially in the form of Exhibit I hereto; (e) Guaranty. A Guaranty, duly executed by the Company, of the obligations of each Designated Joint Venture under the Agreement and the Notes of such Designated Joint Venture; (f) Certificate. A certificate of the Treasurer of the Company as to, among other things, the matters set out in Sections 4.3 and 4.4 hereof; and (g) Other. Such other documents as the Agent may reasonably request. 4.2 Initial Loan to Designated Joint Venture. The Company shall have delivered to the Agent all of the following, each duly executed and dated on or before the date of the initial Borrowing of each Designated Joint Venture then borrowing, in form and substance satisfactory to the Agent and BAI: (a) Designated Joint Venture Notes. The Notes, for the account of BAI, of each Designated Joint Venture then borrowing, duly executed and delivered by such Designated Joint Venture; (b) Authorizations and Approvals. Authenticated copies of all such governmental authorizations, consents, approvals, and licenses as may be required under applicable law and regulations for the Company and for each Designated Joint Venture then borrowing to make and perform its Notes and to borrow and (in the case of the Company) guaranty Loans under the Agreement; (c) Authorities. A copy, duly certified by the appropriate officer of each such Designated Joint Venture of (i) the resolutions or similar action of such Designated Joint Venture's Board of Directors or similar governing body authorizing the execution and delivery of the Note of such Designated Joint Venture and authorizing the borrowings thereunder, (ii) all documents evidencing other necessary action, and (iii) all approvals or consents, if any, with respect to such Designated Joint Venture; (d) Incumbency. A certificate of the appropriate officer of each such Designated Joint Venture certifying the names of such Designated Joint Venture's officers authorized to sign the Note of such Designated Joint Venture and all other documents or certificates to be delivered to the Agent or BAI, together with the true signatures of such officers; (e) Designated Joint Venture Certificate. A certificate of an appropriate officer of each such Designated Joint Venture then borrowing certifying that all governmental authorizations, consents, approvals and licenses as may be required under applicable law and regulations for such Designated Joint Venture to make and perform its Notes and borrow under the Agreement have been obtained and are in full force and effect; (f) Certificate. A certificate of the Treasurer of the Company, as to, among other things, the matters set out in Section 4.3 and 4.4 hereof; (g) Opinion of Counsel. Such opinions of counsel addressed to the Agent and all Lenders from counsel to the Company as the Agent may reasonably request; (h) Designation Letter. A Designation Letter in the form of Exhibit E-1 for each Designated Joint Venture borrowing at such time for BAI; and (i) Other. Such other documents as the Agent and BAI may reasonably request. 4.3 No Default. As of the closing date of this Amendment and at the time of any Loan to a Designated Joint Venture, no Default shall have occurred and be continuing. 4.4 Warranties. As of the closing date of this Amendment and at the time of any Loan to a Designated Joint Venture, the warranties in Article VI of the Agreement and in Section 3 of this Amendment shall be true and correct as though made on such date, except for such changes as are specifically permitted under the Agreement. 4.5 Expenses, etc. The Agent shall have received for its own account all reasonable fees, costs and expenses due and payable pursuant to Section 10.3 of the Agreement, if then invoiced. 4.6 Bank Approvals. The Agent and BAI shall have obtained all governmental authorizations, consents, approvals and licenses as may be required under applicable law and regulations to make Loans to any Designated Joint Venture then borrowing. 5. GENERAL. 5.1 Payments. In consideration of the Company's guaranty of all Loans to any Designated Joint Venture, the Company shall be entitled to receive (subject to receipt by the Agent, on behalf of BAI) prior to the occurrence of a Default, a portion of each payment of interest on each Loan other than a Special Rate Loan to a Designated Joint Venture in an amount equal to the excess, if any, of the amount of interest paid by the applicable Designated Joint Venture on its Note evidencing Loans other than Special Rate Loans over the sum of BAI's Interest Component (as defined below) for each day in the period in respect of which such interest is being paid by such Designated Joint Venture. As used herein in this Section 5.1, BAI's Interest Component means, for any day, the aggregate amount for BAI for all Loans to all Designated Joint Ventures of the amount of interest that would have accrued on the unpaid principal amount of such Loans on such day if interest had been calculated at a rate per annum equal to the sum of (a) in the case of Eurodollar Rate Loans (i) the Interbank Rate (Reserve Adjusted) determined for an Interest Period beginning on the date of the applicable Loan under the applicable Note and ending on the following interest payment date under such Note, and thereafter for an Interest Period beginning on each interest payment date under such Note and ending on the following interest payment date under such Note, plus (ii) a margin of 0.25% and (b) in the case of Reference Rate Loans (i) the Alternate Reference Rate from time to time in effect beginning on the date of the applicable Loan under the applicable Note plus (ii) a margin of 0%. Upon the occurrence of a Default, the Agent and BAI shall have no obligation to make any payments to the Company pursuant to this Section 5.1. 5.2 Expenses. The Company agrees to pay the Agent upon demand for all reasonable expenses, including reasonable attorneys' and legal assistants' fees (which attorneys and paralegals may be employees of the Agent), incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment, the Replacement Notes and any document required to be furnished herewith. 5.3 Law. THIS AMENDMENT AND THE REPLACEMENT NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS. 5.4 Successors. This Amendment shall be binding upon the Company, the Agent and the Lenders and their respective successors and assigns, and shall inure to the benefit of the Company, the Agent and the Lenders and the successors and assigns of the Agent and Lenders. 5.5 Confirmation of the Agreement. The Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed in all respects. 5.6 References to the Agreement. Each reference in the Agreement to "this Agreement," "hereunder," "hereof," or words of like import, and each reference to the Agreement in any and all instruments or documents provided for in the Agreement or delivered or to be delivered thereunder or in connection therewith, shall, except where the context otherwise requires, be deemed a reference to the Agreement, as amended hereby. 5.7 Counterparts. This Amendment may be executed by the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 5.8 Controlling Document. The parties hereto acknowledge and agree that the executed English language counterparts of this Amendment and all schedules and exhibits thereto and of all documents delivered in connection herewith or therewith shall control in the event of any conflict between the language or provisions of such counterpart or document and any Russian or other language translation thereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed at Chicago, Illinois by their respective officers thereunto duly authorized as of the date first written above. ANDREW CORPORATION By: /s/ M.J. Gittelman ------------------- Title: Treasurer BANK OF AMERICA ILLINOIS, as a Lender By: /s/ Barbara A. Hamel --------------------- Title: Senior Vice President BANK OF AMERICA ILLINOIS, as Agent By: /s/ David Johanson --------------------- Title: ABN AMRO BANK N.V. By: Title: By: Title: THE FIRST NATIONAL BANK OF CHICAGO By:_____________________________ Title: Senior Vice President SCHEDULE I Schedule of Percentages A. Loans to Borrower Not a Designated Joint Venture Adjusted Lender Percentage Percentage ------------------------ ---------- ---------- Bank of America Illinois 50% 0% ABN AMRO Bank N.V 25% 50% First National Bank of Chicago 25% 50% B. Loans to Designated Joint Venture Lender Percentage ------------------------ Bank of America Illinois 100% SCHEDULE 6.9 Partnerships & Joint Ventures CERTIFICATE I, the undersigned, Treasurer of Andrew Corporation ("Company"), DO HEREBY CERTIFY that: 1. The representations and warranties contained in the Third Amendment, dated as of April 8, 1996 ("Amendment") to Credit Agreement dated June 16, 1993 ("Agreement") between the Company, the Lenders and Bank of America Illinois, as agent (terms not otherwise defined herein have the same meaning herein as in the Amendment) and the Agreement are as true and correct at and as of the date hereof as through made on and as of the date hereof. 2. No Default has occurred and is continuing, or would result from the consummation of the Amendment on this date. 3. Except as disclosed by the Company to the Agent and the Lenders pursuant to Section 6.7: (i) no labor controversy, litigation, arbitration or governmental investigation or proceeding is pending or, to the knowledge of the Company, threatened against the Company, and Subsidiary or Designated Entity which might reasonably be expected to materially adversely affect the Company's consolidated business, operations, assets, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document; and (ii) no development has occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which might reasonably be expected to materially adversely affect the consolidated businesses, operations, assets, revenues, properties or prospects of the Company, its Subsidiaries and Designated Entities; 4. Neither the Company, any Subsidiary nor Designated Entity are in material violation of any law or governmental regulation or court order or decree. WITNESS my hand as of the 8th day of April 1996. Treasurer EXHIBIT A REPLACEMENT NOTE $__________ __________, 19__ FOR VALUE RECEIVED, the undersigned, [BORROWER'S NAME], a ___________ corporation (the "Borrower"), promises to pay to the order of ______________________ (the "Lender") on the Stated Maturity Date, the principal sum of ___________________ DOLLARS ($__________) or, if less, the aggregate unpaid principal amount of all Loans (or, if applicable, the Dollar Equivalent thereof) shown on the schedule attached hereto (and any continuation thereof) made by the Lender pursuant to that certain Credit Agreement, dated as of June 16, 1993 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the "Credit Agreement"), among Andrew Corporation (the "Company"), certain Subsidiaries of the Company, including the Borrower, BANK OF AMERICA ILLINOIS, as Agent, and the various financial institutions (including the Agent) as are, or may from time to time become, parties thereto. The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds to the account designated by the Agent pursuant to the Credit Agreement. This Note is a Note referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. This Note constitutes a renewal and restatement of that certain Note of the Borrower, dated June 16, 1993, payable to the order of the Lender in the original principal amount of $__________, (the "Original Note"). The indebtedness evidenced by the Original Note is continuing indebtedness, and nothing contained herein shall be deemed to constitute a payment, settlement or novation of the Original Note. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS. [BORROWER NAME] By Title: LOANS AND PRINCIPAL PAYMENTS Amount of Loan Made --------------------------------------------------------------------- Euro- Euro- Interest Reference dollar currency Quoted Period(if Date Rate Rate Rate Rate applicable) - ---- --------- ----- -------- ---- ----------- Amount of Principal Repaid -------------------------------------------------- Euro- Euro- Reference dollar currency Quoted Rate Rate Rate Rate --------- ---- -------- ---- Unpaid Principal Balance --------------------------------------------------- Euro- Euro- Reference dollar currency Quoted Notation Rate Rate Rate Rate Total made by --------- ---- -------- ---- ----- ------- EXHIBIT A-1 NOTE $ Chicago, Illinois: April __, 1996 ---------------- Due: on Termination Date ON THE COMMITMENT TERMINATION DATE, the undersigned, ________________________ (the "Borrower"), for value received, hereby promises to pay to the order of BANK OF AMERICA ILLINOIS, an Illinois banking corporation having its principal office at 231 South LaSalle Street, Chicago, Illinois 60697 (the "Lender"), the unpaid principal amount of all Loans (as hereinafter defined) made by the Lender to the Borrower under the terms of this Note. The aggregate principal amount of all Loans at any one time outstanding hereunder shall at no time exceed MILLION AND NO/100 DOLLARS ($ ,000,000.00). The Borrower further promises to pay to the order of the Lender interest on the unpaid principal amount of the Loans at the rates and at the times as hereinafter provided. The initial Loan, all subsequent Loans, all payments made on account of principal and the interest rate applicable to each Loan shall be endorsed by the Lender on the schedule attached to this Note or, at the Lender's option, in its records, which schedule or records shall be rebuttable, presumptive evidence of the subject matter thereof. The Borrower hereby appoints Andrew Corporation as its agent under and for all purposes of this Note and each other document executed by Borrower pursuant to this Note. The Lender and its agents shall be entitled to rely on all directions of Andrew Corporation in connection with this Note. 1. Defined Terms. In addition to the terms defined elsewhere in this Note, the following terms shall have the meanings indicated for purposes of this Note (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Alternate Reference Rate" means, on any day and with respect to all Reference Rate Loans, a fluctuating rate per annum (rounded upward to the next highest 1/8 of 1% if not already an integral multiple of 1/8 of 1%) equal to the higher of (a) the Reference Rate in effect on such day or (b) a rate per annum equal to the Market Federal Funds Rate in effect on such day plus 1/2%. If for any reason the Lender shall have determined (which determination shall be conclusive in the absence of manifest error) that it is unable to ascertain the Market Federal Funds Rate for any reason (including, without limitation, the inability or failure of the Lender to obtain sufficient bids or publications in accordance with the terms hereof), the Alternate Reference Rate shall be a fluctuating rate per annum equal to the Reference Rate in effect from time to time plus until the circumstances giving rise to such inability no longer exist. For purposes of this Note, each change in the Alternate Reference Rate shall take effect on the effective date of the change in the Alternate Reference Rate. "Market Federal Funds Rate" means, for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or, (b) if such rate is not so published for any day which is a Banking Day, the average of the quotations for such day on such transactions received by the Lender from three Federal funds brokers of recognized standing selected by it. In the case of a day which is not a Banking Day, the Market Federal Funds Rate for such day shall be the Market Federal Funds Rate for the next preceding Banking Day. For purposes of this Note, each change in the Alternate Reference Rate due to a change in the Market Federal Funds Rate shall take effect on the effective date of such change in the Market Federal Funds Rate. "Reference Rate" means at any time the rate of interest then most recently announced by the Lender in Chicago, Illinois as its reference rate. Each change in the interest rate on any Reference Rate Loan due to a change in the Reference Rate shall take effect on the effective date of the change in the Reference Rate. "Andrew Corporation" means Andrew Corporation, a Delaware corporation and its successors and assigns. "Authorized Officer" means any officer or employee of Andrew Corporation designated by the Borrower from time to time in a written schedule, which schedule shall become effective when received by the Lender. "Banking Day" means any day which is neither a Saturday nor Sunday nor legal holiday on which banks are authorized or required to be closed in Chicago, Illinois and, with respect to Eurodollar Rate Loans, any day on which dealings in Eurodollars may be carried on by the Lender in the interbank eurodollar market. "Commitment" means _____________________________________. "Dollar" and the sign "$" means lawful money of the United States of America. "Eurodollar" means Dollars on deposit in a bank outside the United States of America, its territories and possessions, which are available for transfer to and from the United States of America, its territories and possessions. "Eurodollar Rate Loan" means any Loan made and payable in Dollars bearing interest at all times during an Interest Period applicable to such Loan, at a fixed rate of interest determined with reference to the Interbank Rate (Reserve Adjusted). "Federal Reserve Board" means the Board of Governors of the Federal Reserve System or any successor thereto. "Interbank Rate (Reserve Adjusted)" means, relative to any Loan to be made, continued or maintained as, or converted into a Eurodollar Rate Loan for any Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) determined pursuant to the following formula: Interbank Rate = Interbank Rate (Reserve Adjusted) 1-Reserve Percentage "Interest Period" means with respect to any Eurodollar Rate Loan, the one-month, two-month or three-month period selected by an Authorized Officer pursuant to Section 2, beginning on (and including) the date on which such Loan is made or continued as, or converted into a Eurodollar Rate Loan pursuant to Section 3 hereof; provided, however, that (a) an Authorized Officer shall not be permitted to select Interest Periods for Eurodollar Rate Loans to be in effect at any one time which will have expiration dates occurring on more than five (5) different dates; (b) Interest Periods commencing on the same date for Loans comprising part of the same borrowing shall be of the same duration; (c) if such Interest Period would otherwise end on a day which is not a Banking Day, such Interest Period shall end on the next following Banking Day, unless such next following Banking Day is the first Banking Day of a calendar month, in which case such Interest Period shall end on the Banking Day next preceding such numerically corresponding day; and (d) no Interest Period may end later than date described in clause (a) of the definition of "Commitment Termination Date". "Reserve Percentage" means, relative to any Interest Period for Eurodollar Rate Loans, the reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the Federal Reserve Board and then applicable to assets or liabilities consisting of and including "Eurocurrency Liabilities", as currently defined in Regulation D of the Federal Reserve Board, having a term approximately equal or comparable to such Interest Period. For purposes of this definition, any Eurodollar Rate Loans hereunder shall be deemed to be "Eurocurrency Liabilities" as defined in Regulation D. "Interest Payment Date" means (a) with respect to any Eurodollar Rate Loan, the last day of the Interest Period for such Eurodollar Rate Loan and (b) with respect to any Reference Rate Loan, the 25th day of each March, June, September and December. "Loan" means a loan by the Lender to the Borrower under this Note and shall be a Eurodollar Rate Loan or Reference Rate Loan. "Person" means any natural person, corporation, partnership, firm, joint venture, limited liability company, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity. "Reference Rate Loan" means a Loan made and payable in Dollars bearing interest at a fluctuating rate determined by reference to the Alternate Reference Rate. "Commitment Termination Date" means the earlier of (a) March 31, 1997 or (b) the date on which any Commitment Termination Event occurs. "Commitment Termination Event" means: (a) the occurrence of any Event of Default described in clauses (A) through (E) of Section 6(a)(iv) with respect to the Borrower or Andrew Corporation or any condition, occurrence or event described therein shall, after notice or lapse of time or both, constitute an Event of Default under such Section; or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 6, or (ii) in the absence of such declaration, the giving of notice by Lender, to the Borrower, that the Commitment has been terminated. 2. Borrowing Procedures. (a) Eurodollar Rate Loans. An Authorized Officer shall give telephonic notice (to be promptly confirmed in writing) to the Lender of each proposed Eurodollar Rate Loan by 11:00 A.M., Chicago time, on a day which is at least two Banking Days prior to the date of such proposed Eurodollar Rate Loan. Each such notice shall specify (i) the borrowing date, which shall be a Banking Day, (ii) the amount of such Loan and (iii) the initial Interest Period for such Loan. Each Eurodollar Rate Loan request shall be in a minimum aggregate amount of $250,000 and an integral multiple of $250,000. (b) Reference Rate Loans. An Authorized Officer shall give telephonic notice (to be promptly confirmed in writing) to the Lender, not later than 11:00 A.M., Chicago time, in the case of a same day borrowing, of each Reference Rate Loan. Each such notice shall specify (i) the borrowing date, which shall be a Banking Day, and (ii) the amount of such Loan. 3. Continuation and/or Conversion of Loan. An Authorized Officer may elect (a) to continue any outstanding Eurodollar Rate Loan from the current Interest Period, or (b) to convert any outstanding Eurodollar Rate Loan into a Reference Rate Loan on the last day of the current Interest Period for such Eurodollar Rate Loan or to convert any outstanding Reference Rate Loan into a Eurodollar Rate Loan by giving at least two Banking Days' prior telephonic notice (promptly confirmed in writing) to the Lender in the case of a continuation or conversion into a Eurodollar Rate Loan and notice on the same day in the case of any other continuation or conversion. Each such notice shall specify (i) the effective date of continuation or conversion and (ii) the Interest Period commencing on such date. Absent notice of continuation or conversion, each Eurodollar Rate Loan shall automatically convert into a Reference Rate Loan on the last date of the current Interest Period for such Eurodollar Rate Loan, unless paid in full on such last day. 4. Interest. (a) Eurodollar Rate Loans. The unpaid principal amount of each Eurodollar Rate Loan shall bear interest to and including the Commitment Termination Date at a rate per annum equal to the Interbank Rate (Reserve Adjusted) in effect for the applicable Interest Period, plus (i) ____% on the outstanding principal amount of such Loans if all Loans are less than or equal to $___________ and (ii) _____% on the outstanding principal amount of such new Loans over $_________. Accrued interest on each Eurodollar Rate Loan shall be payable on each Interest Payment Date and on the Commitment Termination Date. (b) Reference Rate Advances. The unpaid principal amount of each Reference Rate Loan shall bear interest prior to the Commitment Termination Date at a rate per annum equal to the Alternate Reference Rate in effect from time to time plus (i) ____% on the outstanding principal amount of such Loans if all Loans are less than or equal to $___________ and (ii) _____% on the outstanding principal amount of such new Loans over $_________. Accrued interest on each Reference Rate Loan shall be payable on each Interest Payment Date and on the Commitment Termination Date. (c) Interest after the Commitment Termination Date. The Borrower shall pay to the Lender interest on any amount of principal of any Loan which is not paid on the Commitment Termination Date, accruing from and including the Commitment Termination Date to, but not including, the date of payment thereof in full at a rate per annum equal to the greater of (i) 2% in excess of the rate applicable to the unpaid principal amount immediately before it becomes due, or (ii) 10.5% in excess of the Alternate Reference Rate from time to time in effect. (d) Method of Calculating Interest. Interest on each Loan shall be computed on the basis of the actual number of days elapsed in a year consisting of 360 days. (e) Cost and Reimbursements. (i) Eurodollar Rate Lending Unlawful. If Lender shall determine (which determination shall, upon notice thereof to the Borrower, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for Lender to make, continue or maintain any Loan as, or to convert any Loan into, a Eurodollar Rate Loan, the obligations of the Lender to make, continue, maintain or convert any such Loans shall, upon such determination, forthwith be suspended until Lender shall notify the Borrower that the circumstances causing such suspension no longer exist, and all Eurodollar Rate Loans shall automatically convert into Reference Rate Loans at the end of the then current Interest Period with respect thereto or sooner, if required by such law or assertion. (ii) Deposits Unavailable. If the Borrower shall have been notified by the Lender that Lender has determined that (A) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to Lender in its relevant market; or (B) by reason of circumstances affecting Lender's relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to Eurodollar Rate Loans, then, upon such notice from the Lender to the Borrower, the obligations of the Lender under Section 2(a) and Section 3 to make or continue any Loans as, or to convert any Loans into, Eurodollar Rate Loans shall forthwith be suspended until the Borrower shall have been notified by the Lender that the circumstances causing such suspension no longer exist. (iii) Increased Eurodollar Rate Loan Costs, etc. The Borrower agrees to reimburse Lender for any increase in the cost to Lender of, or any reduction in the amount of any sum receivable by Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into Eurodollar Rate Loans. Lender shall promptly notify Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. (iv) Increased Capital Costs With Respect to Commitment. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by Lender or any Person controlling Lender, and Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person's capital as a consequence of its Commitment to make Loans or the Loans made by Lender is reduced to a level below that which Lender or such controlling Person could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by Lender to the Borrower, the Borrower agrees that it shall immediately pay directly to Lender additional amounts sufficient to compensate Lender or such controlling Person for such reduction in rate of return at the time suffered or incurred. A statement of Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. In determining such amount, Lender may use any reasonable method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. (v) Funding Losses. In the event Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a Eurodollar Rate Loan) as a result of (A) any conversion or repayment or prepayment of the principal amount of any Eurodollar Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto; (B) any Loans not being made as Eurodollar Rate Loans in accordance with the borrowing request therefor; or (C) any Loans not being continued as, or converted into, Eurodollar Rate Loans in accordance with the continuation/ conversion notice therefor, then, upon the written notice of Lender to the Borrower, the Borrower agrees that it shall, within five days of the Borrower's receipt thereof, pay directly to Lender such amount as will (in the reasonable determination of Lender) reimburse Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. (vi) Taxes. All payments by Borrower of principal of, and interest on, the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by Lender's net income or receipts (such non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrower will: (A) pay directly to the relevant authority the full amount required to be so withheld or deducted; (B) promptly forward to the Lender an official receipt or other documentation satisfactory to the Lender evidencing such payment to such authority; and (C) pay to the Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by Lender will equal the full amount Lender would have received had no such withholding or deduction been required; provided that, Lender may, in its sole and absolute discretion, and subject to the other requirements of this sentence, return to Borrower an amount equal to the amount paid by Borrower pursuant to clause (a) in respect of amounts paid by Borrower under this Note for the account of Lender. Moreover, if any Taxes are directly asserted against the Lender with respect to any payment received by the Lender hereunder, the Lender may pay such Taxes and the Borrower agrees that it will promptly pay such additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by Lender after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount Lender would have received had not such Taxes been asserted. If Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Lender, the required receipts or other required documentary evidence, the Borrower agrees to indemnify the Lender for any incremental Taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For purposes of this Section 4(e)(vi), a distribution hereunder by the Lender to or for the account of the Lender shall be deemed a payment by the Borrower. 5. Payments and Prepayments. (a) Place of Payment. All payments hereunder shall be in Dollars and shall be made without set-off or counterclaim and shall be made to the Lender, in immediately available funds prior to 12:30 P.M., Chicago time, on the date due at the Lender's office at 231 South LaSalle Street, Chicago, Illinois 60697, or at such other place as may be designated by the Lender to the Borrower in writing. Any payments received after such time shall be deemed received on the next Banking Day. Subject to the definition of "Interest Period, " whenever any payment to be made hereunder shall be stated to be due on a date other than a Banking Day, such payment may be made on the next succeeding Banking Day, and such extension of time shall be included in the calculation of interest. The Lender may, but shall not be obligated to, charge any account of Andrew Corporation for the payment when due of all amounts payable by the Borrower hereunder. (b) Prepayments. The Borrower may from time to time, upon at least two Banking Days' prior written or telephonic notice from an Authorized Officer received by the Lender, prepay the principal of any Loan in whole or in part in Dollars; provided, however, that any partial prepayment of principal shall be in a minimum amount of $250,000 or an integral multiple thereof, and provided, further that any prepayment of principal shall be subject to the indemnification provisions of Sections 4(e) and 7(b), but shall otherwise be without any premium or penalty. An Authorized Officer shall promptly confirm all telephonic notices of prepayment in writing. 6. Events of Default. (a) Listing of Events of Default. Each of the following events or \occurrences described in this Section 6(a) shall constitute an "Event of Default": (i) Non-Payment of Obligations. Borrower shall default in the payment or prepayment when due of any principal on any Loan, or Borrower shall default (and such default shall continue unremedied for a period of five days) in the payment when due of any interest or of any other obligation; or (ii) Breach of Warranty. Any representation or warranty of the Borrower made or deemed to be made hereunder or in any other document executed by it or any other writing or certificate furnished by or on behalf of the Borrower to Lender for the purposes of or in connection with this Note or any such other loan document is or shall be incorrect when made or deemed made in any material respect; or (iii) Judgments. Any judgments or orders for the payment of money aggregating in excess of $1,000,000 shall be rendered against the Borrower or against any property or assets of the Borrower and either (A) enforcement proceedings shall have been commenced by any creditor upon such judgments or orders; or (B) there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (iv) Bankruptcy, Insolvency, etc. The Borrower or Andrew Corporation shall (A) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; or (B) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for Borrower or Andrew Corporation or any property thereof, or make a general assignment for the benefit of creditors; or (C) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for Borrower or Andrew Corporation or for a substantial part of the property thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that Borrower and Andrew Corporation hereby expressly authorize the Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Note and other loan documents; or (D) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of Borrower or Andrew Corporation and, if any such case or proceeding is not commenced by Borrower or Andrew Corporation, such case or proceeding shall be consented to or acquiesced in by Borrower or Andrew Corporation or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that Borrower and Andrew Corporation hereby expressly authorize the Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Note and loan documents; or (E) take any action authorizing, or in furtherance of, any of the foregoing. (b) Action if Bankruptcy. If any Event of Default described in clauses (A) through (E) of Section 6(a)(iv) shall occur with respect to the Borrower or Andrew Corporation, the Commitment (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other obligations shall automatically be and become immediately due and payable, without notice or demand. (c) Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (A) through (E) of Section 6(a)(iv) with respect to the Borrower shall occur for any reason, whether voluntary or involuntary, and be continuing, the Lender, shall by notice to Borrower declare all or any portion of the outstanding principal amount of the Loans and other obligations to be due and payable, and/or the Commitment (if not theretofore terminated) to be terminated whereupon the full unpaid amount of such Loans and other obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitment shall terminate. 7. General. (a) Credit of Account. The Lender shall credit the proceeds of each Loan to Borrower in accordance with the instruction provided to the Lender by Andrew in writing. (b) Authorization and Indemnity. The Borrower hereby authorizes the Lender to rely upon the instructions of any Person identifying himself or herself as an Authorized Officer, and the Borrower shall be bound thereby in the same manner as if such Person were actually an Authorized Officer. Andrew Corporation and the Borrower hereby agree to indemnify the Lender and hold it harmless from any and all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable fees of attorneys and paralegals for the Lender (who may be employees of the Lender) and other legal expenses) which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof, and to pay all legal and other costs and expenses (including, without limitation, reasonable fees of attorneys and paralegals for the Lender (who may be employees of the Lender) and costs of collection) incurred by the Lender in obtaining payment of the amounts payable by the Borrower hereunder. (c) Warranties and Representations. The Borrower warrants and represents to the Lender that (i) the execution and delivery of this Note and the performance by the Borrower of its obligations hereunder are within the Borrower's powers and have been duly authorized by all necessary action on the Borrower's part, (ii) this Note is the Borrower's legal, valid and binding obligation, enforceable in accordance with its terms, and (iii) the making and performance of this Note do not and will not contravene or conflict with the Borrower's organizational documents or violate or constitute a default under any law, any presently existing requirement or restriction imposed by judicial, arbitral or other governmental instrumentality, or any agreement, instrument or indenture by which the Borrower is bound. (d) Interpretation of Note. A Section is, unless otherwise stated, a reference to a section hereof. Section captions used in this Note are for convenience only, and shall not affect the construction of this Note. The words "hereof", "herein", "hereunder" and words of similar purport when used in this Note shall refer to this Note as a whole and not to any particular provision of this Note. (e) Severability. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or inability, without invalidating the remainder of such provision or the remaining provision of this Note. (f) Governing Law. This Note shall be governed by, and construed in accordance with, the internal laws and decisions (as opposed to conflict of law provisions) of the State of Illinois. (g) Controlling Document. The Borrower acknowledges and agrees that the original executed English language version of this Note shall control in the event of any conflict between the provisions or language of this Note and any Russian or other language translation of this Note. [DESIGNATED JOINT VENTURE] Address: 2 Ostrovskyi Square By:______________________ St. Petersburg, Russia 191011 Title:___________________ Accepted and Approved: ANDREW CORPORATION By:________________________ Title:_____________________ Schedule attached to Promissory Note dated April __, 1996 of [DESIGNATED JOINT VENTURE] payable to the order of BANK OF AMERICA ILLINOIS. ADVANCES AND PRINCIPAL PAYMENTS Amount of Unpaid Amount of Principal Principal Notation Date Loan Made Rate Maturity Date Paid Balance Made By - ---- --------- ---- ------------- --------- --------- -------- _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ The aggregate unpaid principal amount shown on this schedule shall be rebuttable presumptive evidence of the principal amount owing and unpaid on this Note. The failure to record the date and amount of any Loan on this Schedule shall not, however, limit or otherwise affect the obligations of the Borrower under this Note to repay the principal amount of the Loans together with all interest accruing thereon. EXHIBIT E-1 Designation Letter [Date] Bank of America Illinois, as Agent 231 South LaSalle Street Chicago, Illinois 60697 Attention: Ladies and Gentlemen: Reference is hereby made to a Credit Agreement dated as of June 16, 1993 (together with all amendments, if any, from time to time made thereto, the "Credit Agreement") among Andrew Corporation, a Delaware corporation (the "Company"), certain subsidiaries of the Company, certain financial institutions as Lenders and Bank of America Illinois (the "Agent"). Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement. The Company hereby certifies that ______________, a ___________ _______________ is a Designated Joint Venture of the Company. The Company hereby designates _________________ as a Designated Joint Venture as of the date of this letter and hereby requests that only BAI make Loans to such Designated Joint Venture pursuant to the terms and conditions of the Credit Agreement. Very truly yours, ANDREW CORPORATION By:________________________________ Title:_____________________________ (Authorized Officer) EX-10.(D)D 6 GUARANTY EXHIBIT 10(d)d GUARANTY THIS GUARANTY (this "Guaranty"), dated as of April 8, 1996, made by ANDREW CORPORATION, a Delaware corporation (the "Guarantor"), in favor of each of the Lender Parties (as defined below). W I T N E S S E T H: WHEREAS, pursuant to a Credit Agreement, dated as of June 16, 1993, as amended by a First Amendment thereto dated August 15, 1994, a Second Amendment thereto dated September 29, 1995 and a Third Amendment thereto dated April 8, 1996 (the "Third Amendment") (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the "Credit Agreement"), among the Guarantor, a Delaware corporation, certain Subsidiaries of the Guarantor, the various commercial lending institutions (individually a "Lender" and collectively the "Lenders") as are, or may from time to time become, parties thereto and Bank of America Illinois, as agent (together with any successors(s) thereto in such capacity, the "Agent") for the Lenders, the Lenders have extended Commitments to make Loans to the Borrowers; and WHEREAS, as a condition precedent to BAI making the initial Loans under the Credit Agreement to a Designated Joint Venture, the Guarantor is required to execute and deliver this Guaranty; and WHEREAS, the Guarantor has duly authorized the execution, delivery and performance of this Guaranty; and WHEREAS, it is in the best interests of the Guarantor to execute this Guaranty inasmuch as the Guarantor will derive substantial direct and indirect benefits from the Loans made from time to time to a Designated Subsidiary by the Lenders and BAI only to the Designated Joint Ventures pursuant to the Credit Agreement; NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, and in order to induce the Lenders to make Loans to a Designated Subsidiary and BAI only to the Designated Joint Ventures pursuant to the Credit Agreement, the Guarantor agrees, for the benefit of each Lender Party, as follows: ARTICLE I DEFINITIONS SECTION I.1. Certain Terms. The following terms (whether or not underscored) when used in this Guaranty, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof): "Agent" is defined in the first recital. "Credit Agreement" is defined in the first recital. "Designated Entity" means those subsidiaries and joint ventures of the Guarantor identified as a Designated Entity in the Credit Agreement or in a Designation Letter delivered to the Agent, and in the case of Designated Subsidiaries, approved by the Lenders and the Agent, and in the case of Designated Joint Ventures, approved by BAI and the Agent, from time to time. "Guarantor" is defined in the preamble. "Guaranty" is defined in the preamble. "Lender" is defined in the first recital. "Lender Party" means, as the context may require, any Lender or the Agent and each of its respective successors, transferees and assigns. "Lenders" is defined in the first recital. "Taxes" is defined in clause (a) of Section 2.8. "U.C.C." means the Uniform Commercial Code as in effect in the State of Illinois. SECTION I.2. Credit Agreement Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Guaranty, including its preamble and recitals, have the meanings provided in the Credit Agreement. SECTION I.3. U.C.C. Definitions. Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the U.C.C. as in effect in the State of Illinois are used in this Guaranty, including its preamble and recitals, with such meanings. ARTICLE II GUARANTY PROVISIONS SECTION II.1. Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably (a) guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations of any Designated Entity (including a Designated Joint Venture) now or hereafter existing under the Credit Agreement, the Notes and each other Loan Document to which any Designated Entity is or may become a party, whether for principal, interest, fees, expenses or otherwise (including, without limitation, all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. '362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. '502(b) and '506(b)), and (b) indemnifies and holds harmless each Lender Party and each holder of any Note for any and all costs and expenses (including reasonable attorney's fees (who may be employees of the Lender Party) and expenses) incurred by such Lender Party or such holder, as the case may be, in enforcing any rights under this Guaranty. This Guaranty constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender Party or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against any Designated Entity (or any other Person) before or as a condition to the obligations of the Guarantor hereunder. SECTION II.2. Acceleration of Guaranty. The Guarantor agrees that, in the event of the dissolution or insolvency of any Designated Entity or the Guarantor, or the inability or failure of any Designated Entity or the Guarantor to pay debts as they become due, or an assignment by any Designated Entity or the Guarantor for the benefit of creditors, or the commencement of any case or proceeding in respect of any Designated Entity or the Guarantor under bankruptcy, insolvency or similar laws, and if such event shall occur at a time when any of the Obligations of any Designated Entity may not then be due and payable, the Guarantor will pay to the Lenders forthwith the full amount which would be payable hereunder by the Guarantor if all such Obligations were then due and payable. SECTION II.3. Guarantor Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of any Designated Entity have been finally paid in full in cash, all obligations of the Guarantor hereunder shall have been finally paid in full in cash and all Commitments (including the Designated Joint Venture Commitment) shall have terminated. The Guarantor guarantees that the Obligations of any Designated Entity will be paid strictly in accordance with the terms of the Credit Agreement, the Notes, and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Lender Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against any Designated Entity or any other Person (including any other guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Obligations of any Designated Entity; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any Designated Entity, or any other extension, compromise or renewal of any Obligation of any Designated Entity; (d) any reduction, limitation, impairment or termination of any Obligations of any Designated Entity for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of any Designated Entity or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Lender Party or any holder of any Note securing any of the Obligations of any Designated Entity; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Designated Entity, any surety or any guarantor. SECTION II.4. Reinstatement, etc. The Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Obligations is rescinded or must otherwise be restored by any Lender Party or any holder of any Note, upon the insolvency, bankruptcy or reorganization of any Designated Entity or otherwise, all as though such payment had not been made. SECTION II.5. Waiver, etc. The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations of any Designated Entity and this Guaranty and any requirement that the Agent, any other Lender Party or any holder of any Note protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against any Designated Entity or any other Person (including any other guarantor) or entity or any collateral securing the Obligations of any Designated Entity. SECTION II.6. Subrogation. The Guarantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of rights of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Obligations of the Designated Entity. Any amount paid to the Guarantor on account of any payment made hereunder prior to the payment in full of all Obligations of the Designated Entity shall be held in trust for the benefit of the Lender Parties and each holder of a Note and shall immediately be paid to the Agent and credited and applied against the Obligations of the Designated Entity, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if a. the Guarantor has made payment to the Lender Parties and each holder of a Note of all or any part of the Obligations of the Designated Entity, and b. all Obligations of the Borrower and each other Obligor have been paid in full and all Commitments have been permanently terminated, each Lender Party and each holder of a Note agrees that, at the Guarantor's request, the Agent, on behalf of the Lender Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations of the Designated Entity resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against the Designated Entity (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party or any holder of a Note. SECTION II.7. Successors, Transferees and Assigns: Transfers of Notes, etc. This Guaranty shall (a) be binding upon the Guarantor, and its successors, transferees and assigns; and (b) inure to the benefit of and be enforceable by the Agent and each other Lender Party. Without limiting the generality of the foregoing clause (b), any Lender may assign or otherwise transfer (in whole or in part) any Note or Loan held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Guaranty) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 10.11 and Article IX of the Credit Agreement. SECTION II.8. Payments Free and Clear of Taxes, etc. The Guarantor hereby agrees that: (a) All payments by the Guarantor hereunder shall be made in accordance with Section 4.7 of the Credit Agreement free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Lender Party's net income or receipts (other than any taxes payable by BAI on the interest received and remitted to the Guarantor pursuant to Section 5.1 of the Third Amendment) (such non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by the Guarantor hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Guarantor will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the applicable Lender Party an official receipt or other documentation satisfactory to such Lender Party evidencing such payment to such authority; and (iii) pay to the applicable Lender Party such additional amount or amounts as is necessary to ensure that the net amount actually received by such Lender Party will equal the full amount such Lender Party would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against any Lender Party with respect to any payment received by such Lender Party hereunder or relating to Section 5.1 of the Third Amendment, such Lender Party may pay such Taxes and the Guarantor will promptly pay such additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by such Lender Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Lender Party would have received had no such Taxes been asserted. (b) If the Guarantor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to any Lender Party the required receipts or other required documentary evidence, the Guarantor shall indemnify each Lender Party for any incremental Taxes, interest or penalties that may become payable by such Lender Party as a result of any such failure. (c) Without prejudice to the survival of any other agreement of the Guarantor hereunder, the agreements and obligations of the Guarantor contained in this Section 2.8 shall survive the payment in full of the principal of and interest on the Loans. SECTION II.9. Currency Protection. The Guarantor agrees that if and to the extent that the Obligations are payable in any currency or currencies other than the Currency in which such Obligations were created or denominated (the "Designated Currency"), such aggregate amount of the Designated Currency shall be increased, to the extent necessary to avoid any loss to the Lender Parties, on account of any change or changes in the value of such other currency or currencies compared to the Designated Currency at any time or times between the date hereof and the date or dates of payment of the Obligations by the Guarantor. SECTION II.10. Judgments. If the Guarantor fails to fulfill its obligations as required by this guaranty, and suit is brought thereunder in any court within the United States, then with respect to any of the Obligations payable in a currency other than United States Dollars and for the purpose of determining the amount of the judgment in United States Dollars, the applicable rate of exchange shall be that at which Bank of America Illinois sells such other currency in Chicago, in exchange for United States Dollars, for cable transfer to the place where such Obligation was payable by the Designated Entity. Such selling rate shall be that which is in effect on the Chicago business day on which judgment is given against the Guarantor, or if such day is not a business day in Chicago, then on the Chicago business day next preceding that on which judgment is given against the Guarantor. The Guarantor agrees that its obligation pursuant to this paragraph shall, notwithstanding any U.S. Dollar judgment, be discharged only to the extent that following receipt by the Agent, for the benefit of the Lender Parties or BAI, as applicable, of any sum adjudged to be due hereunder, the Agent is able in accordance with normal banking procedure to purchase such other currency with the amount of U.S. Dollars so adjudged to be due. The Agent shall endeavor to purchase such other currency on the business day following receipt of payment of the U.S. Dollar judgment, but if the other currency so purchased is less than the amount originally due to the Lender Parties in such currency, the Guarantor agrees as a separate obligation and notwithstanding any such judgment to indemnify the Agent and the Lender Parties against such loss. SECTION II.11. Information Concerning Designated Entities; No Reliance on Representations by Lenders. The Guarantor hereby warrants to the Lenders that the Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial conditions and business of each Designated Entity. No Lender shall have any duty or responsibility to provide the Guarantor with any credit or other information concerning the affairs, financial condition or business of any Designated Entity which may come into such Lender's possession. The Guarantor has executed and delivered this guaranty without reliance upon any representation by any Lender with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Obligations or any Loan, or other financial accommodation made or granted to any Designated Entity; (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Obligations or the creation, perfection or priority of any lien or security interest in such property; or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties with respect to any of the Obligations. SECTION II.12. IndemnificationII.12. Indemnification. In consideration of the execution and delivery of the Agreement by each Lender and the extension of the Commitments, the Guarantor hereby indemnifies, exonerates and holds the Agent and each Lender and each of their respective officers, directors, employees and agents (collectively, the "Indemnified Parties") free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to (a) any transaction or activity financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan to a Designated Entity; (b) the entering into and performance of the Agreement and any other Loan Document by any of the Indemnified Parties; or (c) any investigation, litigation or proceeding related to the acquisition of a permit or license to borrow hard currency in Russia or elsewhere; except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's gross negligence or wilful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Guarantor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of the Guarantor under this Section 10.12 shall survive any termination of this Guaranty, the payment in full of all Obligations and the termination of all Commitments. ARTICLE III MISCELLANEOUS PROVISIONS SECTION III.1. Loan Document. This Guaranty is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. SECTION III.2. Binding on Successors, Transferees and Assigns; Assignment. In addition to, and not in limitation of, Section 2.7, this Guaranty shall be binding upon the Guarantor and its successors, transferees and assigns and shall inure to the benefit of and be enforceable by each Lender Party and each holder of a Note and their respective successors, transferees and assigns (to the full extent provided pursuant to Section 2.7); provided, however, that the Guarantor may not assign any of its obligations hereunder without the prior written consent of the Agent and the Required Lenders. SECTION III.3. Amendments, etc. No amendment to or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. SECTION III.4. Addresses for Notices to the Guarantor. All notices and other communications hereunder to the Guarantor shall be in writing (including facsimile communication) and mailed or faxed or delivered to it, addressed to it at the address or fax number set forth below its signature hereto or at such other address as shall be designated by the Guarantor in a written notice to the Agent at the address specified in the Credit Agreement complying as to delivery with the terms of this Section. All such notices and other communications shall, when mailed or faxed, respectively, be effective when deposited in the mails or faxed, respectively, addressed as aforesaid. SECTION III.5. No Waiver; Remedies. In addition to, and not in limitation of, Section 2.3 and Section 2.5, no failure on the part of any Lender Party or any holder of a Note to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION III.6. Section Captions. Section captions used in this Guaranty are for convenience of reference only, and shall not affect the construction of this Guaranty. SECTION III.7. Setoff. In addition to, and not in limitation of, any rights of any Lender Party or any holder of a Note under applicable law, each Lender Party and each such holder shall, upon the occurrence of any Default, have the right to appropriate and apply to the payment of the obligations of the Guarantor owing to it hereunder, whether or not then due, (i) any and all balances, credits, deposits, accounts or moneys of the Guarantor then or thereafter maintained with such Lender Party or such holder, (ii) any and all property of every kind or description of or in the name of the Guarantor now or hereafter, for any reason or purpose whatsoever, in the possession or control of, or in transit to, such Lender Party, such holder or any agent or bailee for such Lender Party or such holder or (iii) any payments owing from any Lender Party to Guarantor; provided, however, that any such appropriation and application shall be subject to the provisions of Section 4.8 of the Credit Agreement. SECTION III.8. Severability. Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. SECTION III.9. Governing Law, Entire Agreement, etc. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO. SECTION III.10. Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES OR THE GUARANTOR SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH PROPERTY MAY BE FOUND. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER LOAN DOCUMENTS. SECTION III.11. Waiver of Jury Trial. THE GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES OR THE GUARANTOR. THE GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THE CREDIT AGREEMENT. IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. ANDREW CORPORATION By: /s/ M. J. Gittelman Title: Treasurer Address: 10500 West 153rd Street Orland Park, IL 60462 Attention: Mr. Jeffrey Gittelman Telecopy: 708-349-5287 EX-10.(D)E 7 REPLACEMENT NOTE EXHIBIT 10(d)e REPLACEMENT NOTE Chicago, Illinois: April 8, 1996 Due: Stated Maturity Date $18,750,000 FOR VALUE RECEIVED, the undersigned, ANDREW CORPORATION, a Delaware corporation (the "Borrower"), promises to pay to the order of ABN AMRO Bank N.V. (the "Lender") on the Stated Maturity Date, the principal sum of EIGHTEEN MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($18,750,000) or, if less, the aggregate unpaid principal amount of all Loans (or, if applicable, the Dollar Equivalent thereof) shown on the schedule attached hereto (and any continuation thereof) made by the Lender pursuant to that certain Credit Agreement, dated as of June 16, 1993 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the "Credit Agreement"), among Andrew Corporation (the "Company"), certain Subsidiaries of the Company, including the Borrower, BANK OF AMERICA ILLINOIS, as Agent, and the various financial institutions (including the Agent) as are, or may from time to time become, parties thereto. The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds to the account designated by the Agent pursuant to the Credit Agreement. This Note is a Note referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. This Note constitutes a renewal and restatement of that certain Note of the Borrower, dated June 16, 1993, payable to the order of the Lender in the original principal amount of $12,500,000 (the "Original Note"). The indebtedness evidenced by the Original Note is constituting indebtedness, and nothing contained herein shall be deemed to constitute a payment, settlement or novation of the Original Note. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice dishonor. THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS. ANDREW CORPORATION By /s/ M. J. Gittelman Title: Treasurer EX-11 8 COMPUTATION OF EARNINGS PER SHARE EXHIBIT 11 ANDREW CORPORATION COMPUTATION OF EARNINGS PER SHARE (In thousands, except per share amounts)
Three Months Ended Nine Months Ended June 30 June 30 ---------------- ---------------- 1996 1995 1996 1995 ------- ------- ------- ------- PRIMARY EARNINGS PER SHARE Average shares outstanding 60,189 59,581 60,120 59,335 Net effect of dilutive stock options-- based on the treasury stock method using average market price 1,062 1,050 796 882 ======= ======= ======= ======= Total 61,251 60,631 60,916 60,217 ======= ======= ======= ======= Net income $24,007 $18,960 $59,210 $45,043 ======= ======= ======= ======= Per share amount $ 0.39 $ 0.31 $ 0.97 $ 0.75 ======= ======= ======= ======= FULLY DILUTED EARNINGS PER SHARE Average shares outstanding 60,189 59,581 60,120 59,335 Net effect of dilutive stock options-- based on the treasury stock method using quarter end market price 1,128 1,142 1,128 1,142 ======= ======= ======= ======= Total 61,317 60,723 61,248 60,477 ======= ======= ======= ======= Net income $24,007 $18,960 $59,210 $45,043 ======= ======= ======= ======= Per share amount $ 0.39 $ 0.31 $ 0.97 $ 0.74 ======= ======= ======= =======
EX-27 9 ART. 5 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS SEP-30-1996 JUN-30-1996 22,903 0 165,387 3,411 165,025 356,049 319,972 193,062 580,207 102,630 45,013 0 0 685 417,513 580,207 558,292 558,292 328,585 328,585 133,139 875 4,211 92,519 33,309 59,210 0 0 0 59,210 0.97 0.97 All per share amounts in this exhibit have been restated to reflect a three-for-two stock split to stockholders of record on February 21, 1996.
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