SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

____________________________________

ANDREW CORPORATION

(Name of Subject Company (Issuer))

____________________________________

ANDREW CORPORATION

((Name of Filing Persons (Issuer))

3 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2013

(Title of Class of Securities)

034425 AA 6

034425 AB 4

(CUSIP Number of Class of Securities)

Frank B. Wyatt, II

Senior Vice President, General Counsel and Secretary

CommScope, Inc.

1100 CommScope Place, SE

P.O.  Box 339

Hickory, North Carolina 28602

(828) 324-2200

(Name, Address and Telephone Number of Persons Authorized to Receive Notices

and Communications on Behalf of the Persoon(s) Filing Statement)

With a Copy to:

Lois Herzeca, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8000

_________________________________________

CALCULATION OF FILING FEE

Transaction Valuation1	Amount of Filing Fee2
$167,082,678.75	$6,567

1.    Calculated solely for purposes of determining the filing fee. Based upon the maximum aggregate purchase price payable for the 3¼% Convertible Subordinated Notes Due 2013 (the “Notes”) in connection with a designated event repurchase offer pursuant to the Indenture relating to the Notes, calculated as the sum of (a) $164,411,000 representing 100% of the principal amount of the notes outstanding, plus (b) $2,671,678.75 representing accrued and unpaid interest on the notes through February 14, 2008, the day prior to the currently anticipated repurchase date.

2.    The amount of the filing fee, calculated in accordance with Section 13(e)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), equals $39.30 per $1,000,000 of the value of securities proposed to be purchased.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:          N/A                                                                 Filing Party:     N/A

Form or Registration No.:          N/A                                                                 Date Filed:       N/A

¨Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

¨third-party tender offer subject to Rule 14d-1.                                                              ¨going-private transaction subject to Rule 13e-3.

ýissuer tender offer subject to Rule 13e-4.                                                                       ¨amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

INTRODUCTION

Pursuant  to the terms of and subject to the conditions set forth in the Indenture, dated as of August 8, 2003, between Andrew Corporation, a Delaware corporation (“Andrew”), and The Bank of New York Trust Company, N.A., formerly known as BNY Midwest Trust Company, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture dated as of December 27, 2007 (the “Supplemental Indenture”) between Andrew and the Trustee (as so amended and supplemented, the “Indenture”), governing the 3¼% Convertible Subordinated Notes due 2013 issued by Andrew (the “Notes”), this Tender Offer Statement on Schedule TO (“Schedule TO”) is filed by Andrew, with respect to the right of each holder (the “Holder”) of the Notes to sell, and the obligation of Andrew to purchase, the Notes pursuant to the terms and conditions of the notice of designated event and offer to purchase dated January 10, 2008 (as may be amended and supplemented from time to time, the “Offer to Purchase”) attached hereto as Exhibit (a)(1), the Indenture and the Notes (the “Offer”). A Designated Event (as defined in the Indenture) occurred on December 27, 2007 when DJRoss, Inc., a Delaware corporation (“DJRoss”) and a wholly-owned subsidiary of CommScope, Inc. (“CommScope”), merged with and into Andrew with Andrew surviving as an indirect wholly-owned subsidiary of CommScope (the “Merger”).  As a result of the Merger, the Notes ceased to be convertible into shares of Andrew common stock and became convertible into a combination of cash and shares of CommScope common stock, par value $0.01 per share (“CommScope Common Stock”).

The Offer will expire at 5:00 p.m. New York City time, on February 15, 2008 unless extended or earlier terminated.

All of the information set forth in the Offer to Purchase is incorporated herein in response to Items 1 through 11 of this Schedule TO except for those Items as to which information is specifically provided herein.

Item 1.     Summary Term Sheet.

The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.

Item 2.     Subject Company Information.

(a)  Name and Address. The name of the issuer is Andrew Corporation. The address of the principal executive offices of Andrew is 1100 CommScope Place, SE, P.O. Box 339, Hickory, North Carolina 28602. Andrew’s telephone number is (828) 324-2200. Andrew is an indirect wholly-owned subsidiary of CommScope. The address of the principal executive offices of CommScope is 1100 CommScope Place, SE, P.O. Box 339, Hickory, North Carolina 28602.  CommScope’s telephone number is (828) 324-2200.

(b)  Notes.The securities that are the subject of the Offer are Andrew’s 3¼% Convertible Subordinated Notes due 2013 (CUSIP No.: 034425 AA 6 and CUSIP No.: 034425 AB 4) . As of January 9, 2008 there was $164,411,000 in aggregate principal amount of the Notes outstanding. Each $1,000 principal amount of Notes is convertible (subject to the satisfaction of certain conversion conditions set forth in the Indenture) into $986.15 in cash and 2.304159 shares of CommScope Common Stock (subject to adjustment from time to time and payments for fractional shares as provided in the Indenture).

(c)  Trading Market and Price. The information set forth in “Price Range of the Notes and Common Stock; Dividends” of the Offer to Purchase is incorporated herein by reference.

Item 3.     Identity and Background of Filing Person.

(a)  Name and Address. This is an issuer tender offer. Andrew is both a filing person and the subject company of this Schedule TO. Andrew is an indirect wholly-owned subsidiary of CommScope.  The business address and business telephone number of Andrew are set forth under Item 2(a) above and are incorporated herein by reference.

As of the date of this Schedule TO, listed below are (i) each executive officer and director of Andrew, (ii) each person controlling Andrew, and (iii) each executive officer and director of any corporation or other person ultimately in control of Andrew.

(i) Each Executive Officer and Director of Andrew Corporation:

Name*	Position
_______________________________________	________________________________________________
Jearld L. Leonhardt	Director, Executive Vice President and Chief Financial Officer
Frank B. Wyatt, II	Director, Senior Vice President, General Counsel and Secretary
Brian D. Garrett	President and Chief Operating Officer
Christopher A. Story	Executive Vice President
Edward A. Hally	Executive Vice President
Marvin S. Edwards, Jr.	Executive Vice President
William R. Gooden	Senior Vice President and Controller

(ii) Each Person Controlling Andrew:

CommScope, Inc. of North Carolina is the sole shareholder of Andrew Corporation.

CommScope, Inc. is the sole shareholder of CommScope, Inc. of North Carolina.

(iii) Each Executive Officer and Director of CommScope, Inc.:

Name*	Position
_______________________________________	________________________________________________

Frank M. Drendel	Director, Chairman, and Chief Executive Officer
Brian D. Garrett	President and Chief Operating Officer
Jearld L. Leonhardt	Executive Vice President and Chief Financial Officer
Randall W. Crenshaw	Executive Vice President
Marvin S. Edwards, Jr.	Executive Vice President
Edward A. Hally	Executive Vice President
James R. Hughes	Executive Vice President

Christopher A. Story	Executive Vice President
Frank B. Wyatt, II	Senior Vice President, General Counsel and Secretary
William R. Gooden	Senior Vice President and Controller
Boyd L. George	Director
George N. Hutton, Jr.	Director
Katsuhiko (Kat) Okubo	Director
Richard C. Smith	Director

June E. Travis	Director
James N. Whitson	Director

*   The business address and telephone number of such persons is c/o CommScope, Inc., 1100 CommScope Place, SE, P.O. Box 339, Hickory, North Carolina 28602, (828) 324-2200.

Item 4.     Terms of the Transaction.

(a)  Material Terms.

(1)(i)—(iii), (v)—(viii), (xii) The information set forth in the “Summary Term Sheet,” “Introduction,” “Terms of the Offer,” “Acceptance of Notes for Payment,” “Expiration, Extension, Amendment, Termination or Withdrawal of the Offer,” “Procedures for Tendering Notes,” “Withdrawal of Tenders,” “Conditions of the Offer” and “United States Federal Income Tax Consequences” of the Offer to Purchase is incorporated herein by reference.

(1)(iv), (ix)—(xi) Not Applicable.

(2) Not Applicable.

(b)  Purchases. Andrew will not purchase any Notes from any of Andrew’s officers, directors or affiliates pursuant to the Offer.

Item 5.     Past Contacts, Transactions, Negotiations and Arrangements.

(e)  Agreements Involving the Subject Company’s Notes. Andrew is party to the following agreements:

(1) The Indenture dated August 8, 2003, by and among Andrew and The Bank of New York Trust Company, N.A., formerly known as BNY Midwest Trust Company, as Trustee for the 3¼% Convertible  Subordinated Notes due 2013. As a result of the Merger, Andrew is now required to offer to repurchase the Notes from the Holders.

(2) The First Supplemental Indenture dated December 27, 2007, by and among Andrew and The Bank of New York Trust Company, N.A., as Trustee, for the 3¼% Convertible Subordinated Notes due 2013. Under the Supplemental Indenture, each $1,000 in principal amount of Notes is convertible (subject to the satisfaction of certain conversion conditions set forth in the Indenture) into (i) $986.15 in cash and (ii) 2.304159 shares of CommScope Common Stock (subject to adjustment from time to time and payments for fractional shares as provided in the Indenture).

(3) The Registration Rights Agreement dated as of August 8, 2003 between Andrew Corporation, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, and Citigroup Global Markets Inc.

Item 6.     Purposes of the Transaction and Plans or Proposals.

(a)  Purposes. The information set forth in “Purpose of the Offer” of the Offer to Purchase is incorporated herein by reference.

(b)  Use of Securities Acquired. Any Notes purchased pursuant to the Offer will be cancelled and retired.

(c)  Plans. The information set forth in “Plans or Proposals of the Company” of the Offer to Purchase is incorporated herein by reference.

Item 7.     Source and Amount of Funds or Other Consideration.

(a)  Source of Funds. The information set forth in “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

(b) Material Conditions to Financing. The information set forth in “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

(d)  Borrowed Funds. The information set forth in “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.  CommScope and Andrew do not currently have any plans or arrangements to finance or repay any loans set forth in “Source and Amount of Funds” of the Offer to Purchase except according to their terms.

Item 8.     Interest in Securities of the Subject Company.

(a)  Securities Ownership. No Notes are beneficially owned by any person identified in Item 3 of this Schedule TO or any associate or majority owned subsidiary of those persons.

(b)  Securities Transaction. No person identified in Item 3 of this Schedule TO, no associate or majority owned subsidiary of Andrew and no director or executive officer of any subsidiary of Andrew has engaged in any transaction in the Notes during the 60 days preceding the date of this Schedule TO.

Item 9.     Persons/Assets, Retained, Employed, Compensated or Used.

(a)  Solicitations and Recommendations. The information set forth in “Fees and Expenses; Solicitations” of the Offer to Purchase is incorporated herein by reference.

Item 10.    Financial Statements.

Financial statement information is not required.

Item 11.    Additional Information.

(a)  Agreements, Regulatory Requirements and Legal Proceedings.

(1) There are no material agreements, arrangements, understandings or relationships between Andrew and any of their respective executive officers, directors, controlling persons or subsidiaries that are material to a Holder’s decision whether to sell, tender or hold the Notes.

(2) To the best knowledge of Andrew after reasonable investigation, there are no applicable regulatory requirements that must be complied with or approvals that must be obtained in connection with the tender offer that are material to a Holder’s decision whether to sell, tender or hold the Notes.

(3) There are no applicable anti-trust laws that are material to a Holder’s decision whether to sell, tender or hold the Notes.

(4) There are no margin requirements under Section 7 of the Exchange Act and its applicable regulations that are material to a Holder’s decision whether to sell, tender or hold the Notes.

(5) There are no material pending legal proceedings relating to the Offer that are material to a Holder’s decision whether to sell, tender or hold the Notes.

(b)  Other Material Information. The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 12.    Exhibits.

(a)(1)(A)  Notice of Designated Event and Offer to Purchase dated January 10, 2008.*

(a)(5)(A)  Press release of CommScope and Andrew dated December 27, 2007 (Previously filed pursuant to Rule 13e-4(c) under the Exchange Act as Exhibit 99.1 on CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).

(a)(5)(B)  Press release of CommScope and Andrew dated January 10, 2008 announcing the commencement of the Offer.*

(b)  Credit Agreement, dated as of December 27, 2007, by and among CommScope, Bank of America, as Administrative Agent, Swing Line Lender and L/C Issuer, the Other Lenders Party thereto, Banc of America Securities LLC, and Wachovia Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and Calyon New York Branch, as Co-Documentation Agents (Incorporated by reference to CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).

(d)(1)  Indenture dated August 8, 2003 by and among Andrew and The Bank of New York Trust Company, N.A., formerly known as BNY Midwest Trust Company, as Trustee for the 3¼ % Convertible Subordinated Notes due 2013. (Incorporated by reference to CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).

(d)(2)  Supplemental Indenture dated December 27, 2007, by and among Andrew and The Bank of New York Trust Company, N.A., as Trustee for the 3¼% Convertible Subordinated Notes due 2013.  (Incorporated by reference to CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).

(d)(3)  Registration Rights Agreement dated as of August 8, 2003 between Andrew Corporation, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, and Citigroup Global Markets Inc. *

(g)  Not applicable.

(h)  Not applicable.

* Filed herewith.

Item 13.    Information Required by Schedule 13E-3.

(a)   Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Dated:   January 10, 2008

ANDREW CORPORATION

By:          /s/ Frank B. Wyatt, II

Name:     Frank B. Wyatt, II

Title:       Senior Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)	Notice of Designated Event and Offer to Purchase dated January 10, 2008*
(a)(5)(A)	Press release of CommScope and Andrew dated December 27, 2007 (Previously filed pursuant to Rule 13e-4(c) under the Exchange Act as Exhibit 99.1 on CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).
(a)(5)(B)	Press release of CommScope and Andrew dated January 10, 2008 announcing the commencement of the Offer.*
(b)	Credit Agreement, dated as of December 27, 2007, by and among CommScope, Bank of America, as Administrative Agent, Swing Line Lender and L/C Issuer, the Other Lenders Party thereto, Banc of America Securities LLC, and Wachovia Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and Calyon New York Branch, as Co-Documentation Agents (Incorporated by reference to CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).
(d)(1)	Indenture dated August 8, 2003 by and among Andrew and BNY Midwest Trust Company, as Trustee for the 3¼ % Convertible Subordinated Notes due 2013. (Incorporated by reference to CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).
(d)(2)	Supplemental Indenture dated December 27, 2007, by and among Andrew and The Bank of New York Trust Company, N.A., as Trustee for the 3¼% Convertible Subordinated Notes due 2013.  (Incorporated by reference to CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).
(d)(3)	Registration Rights Agreement dated as of August 8, 2003 between Andrew Corporation, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, and Citigroup Global Markets Inc.*

* Filed herewith

EX-99.A1

Exhibit (a)(1)

NOTICE OF DESIGNATED EVENT AND OFFER TO PURCHASE

ANDREW CORPORATION

Offer to Purchase for Cash any and all of the Outstanding

3¼% Convertible Subordinated Notes due 2013 of Andrew Corporation

(CUSIP No. 034425 AA6)

(CUSIP No. 034425 AB4)

The Offer (as defined below) will expire at 5:00 p.m., New York City time, on February 15, 2008 unless extended or earlier terminated (such time and date, as the same may be extended, referred to as the “expiration time”).  Holders must tender their Notes in the manner described below on or prior to the expiration time to receive the purchase price.  Notes tendered in the Offer may be withdrawn at any time prior to the expiration time.

NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of the Indenture dated as of August 8, 2003, between Andrew Corporation (referred to as “we,” “us,” “our,” “Andrew,” or the “Company”) and The Bank of New York Trust Company, N.A., formerly known as BNY Midwest Trust Company, as trustee ( “Trustee”), as amended and supplemented (as so amended and supplemented, the “Indenture”) by the First Supplemental Indenture dated as of December 27, 2007 (the “Supplemental Indenture”) between the Company and the Trustee, that on December 27, 2007, an indirect wholly-owned subsidiary of CommScope, Inc. (“CommScope”) merged (the “Merger”) with and into the Company, and the Company became an indirect wholly-owned subsidiary of CommScope.  The Merger constitutes a “Designated Event” under the Indenture.

As required by the Indenture, we are hereby making an offer to repurchase all of the Company’s 3¼ % Convertible Subordinated Notes due 2013 (the “Notes”) to the holders thereof, subject to the terms and conditions of this Notice of Designated Event and Offer to Purchase (as amended and supplemented from time to time, the “Offer to Purchase”).  In accordance with the Indenture, we are hereby offering to purchase each $1,000 principal amount of the Notes at a purchase price of 100% of the principal amount, on the Designated Event Repurchase Date (“Designated Event Repurchase Date”), which will be February 15, 2008.  On February 15, 2008, the Company will make a semi-annual interest payment on the Notes to holders of record as of February 1, 2008.  The offer to purchase the Notes on the terms set forth in this Offer to Purchase is referred to herein as the “Offer.”

This Notice of Designated Event and Offer to Purchase constitutes the notice required by Section 14.07 of the Indenture.

In connection with the Merger, the Company and the Trustee entered into the Supplemental Indenture, which provides, among other things, that in accordance with and subject to the provisions of the Indenture, Holders of the Notes will be entitled to convert each $1,000 principal amount of the Notes into $986.15 in cash and 2.304159 shares of CommScope common stock, par value $0.01 per share (“CommScope Common Stock”), subject to adjustment from time to time and payments for fractional shares as provided in the Indenture. Holders should read

“Conversion Rights with Respect to the Notes” for more information about the conversion rights. On January 9, 2008, the closing price of CommScope Common Stock on the New York Stock Exchange (“NYSE”) was $42.37 per share. Notice of the execution of the Supplemental Indenture is hereby provided to you in accordance with the Indenture.

Holders are urged to review this Offer to Purchase and the documents incorporated by reference herein carefully and consult with their own financial and tax advisors before deciding whether to tender their Notes in the Offer.  Neither CommScope nor we, or any of our affiliates, officers or directors, or the Trustee or paying agent make any recommendation as to whether or not Holders should tender Notes pursuant to the Offer.

Neither the Securities and Exchange Commission (“the SEC”) nor any state securities commission nor any other regulatory authority has approved or disapproved of these transactions or determined if this statement is truthful or complete.  Any representation to the contrary is a criminal offense.

The date of this Offer to Purchase is January 10, 2008.

TABLE OF CONTENTS

		Page
Summary Term Sheet		2
Available Information		7
Incorporation By Reference		7
Note Regarding Forward-Looking Statements		9
The Offer		10
	Introduction	10
	Terms of the Offer	11
	Certain Information Concerning the Offeror	12
	Purpose of the Offer	12
	Price Range of Notes and Common Stock; Dividends	12
	Conversion Rights with Respect to the Notes	14
	Acceptance of Notes for Payment	15
	Expiration, Extension, Amendment, Termination or Withdrawal of the Offer	16
	Procedures for Tendering Notes	16
	Withdrawal of Tenders	19
	Source and Amount of Funds	20
	Conditions of the Offer	22
	Plans and Proposals of the Company	22
	United States Federal Income Tax Consequences	23
	Fees and Expenses; Solicitations	27

_________________________

No person has been authorized to give any information or to make any representations other than those contained in this Offer to Purchase and, if given or made, such information or representations must not be relied upon as having been authorized.  This Offer to Purchase does not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful.  The delivery of this Offer to Purchase shall not, under any circumstances, create any implication that the information contained or incorporated by reference herein is current as of any time subsequent to the date of this Offer to Purchase, or the date of any documents incorporated by reference, as applicable.

We and our affiliates, including our executive officers and directors, will be prohibited by Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from purchasing any of the Notes outside of the Offer for ten business days after the expiration of the Offer.  Following that time, we expressly reserve the absolute right, in our sole discretion from time to time in the future, to purchase any of the Notes, whether or not any Notes are purchased by the Company pursuant to the Offer, through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine, which may be more or less than the price to be paid pursuant to the Offer and could be for cash or other consideration.  We cannot assure you as to which, if any, of these alternatives, or combination thereof, we will pursue.

SUMMARY TERM SHEET

The following are answers to some of the questions that you, as a Holder of our outstanding 3¼%  Convertible Subordinated Notes due 2013 (the “Notes”), may have.  We urge you to read the remainder of this Offer to Purchase carefully because the information in this summary term sheet is not complete.  Additional important information is contained in the remainder of this Offer to Purchase.

Who is offering to purchase my Notes?

Andrew Corporation, a Delaware corporation and the original issuer of the Notes, is offering to purchase the Notes.  Andrew Corporation is referred to as “we,” “our”, “Andrew” or the “Company” in this Summary Term Sheet.  We became a indirect wholly-owned subsidiary of CommScope, Inc., a Delaware corporation (“CommScope”), on December 27, 2007, as the result of the merger of an indirect wholly-owned subsidiary of CommScope with and into us.

What securities are you offering to purchase in the Offer?

We are offering to purchase any and all of our outstanding 3¼% Convertible Subordinated Notes due 2013. The offer to purchase the Notes on the terms set forth in this Offer to Purchase is referred to herein as the “Offer.” As of January 9, 2008 there was $164,411,000 in aggregate principal amount of the Notes outstanding.  We issued the Notes under the Indenture.  See “Introduction.”

Are there any conditions to the Offer?

We are offering to purchase all outstanding Notes.  The Offer is not conditioned upon the tender of a minimum amount of Notes and is not subject to any financing condition.  The only conditions to the Offer are (i) the timely and proper delivery and tender of Notes in accordance with the terms of this Offer to Purchase and (ii) that the Offer must comply with applicable law.  See “Conditions of the Offer.”

Why are you offering to purchase my securities?

We are offering to purchase the Notes to satisfy our contractual obligation under Section 14.05 of the Indenture relating to the Notes to offer to repurchase the Notes after a Designated Event, as defined in the Indenture.  The merger (the “Merger”) of CommScope’s indirect wholly-owned subsidiary with and into the Company on December 27, 2007 resulted in each outstanding share of common stock of the Company being converted into the right to receive $13.50 in cash and 0.031543 shares of CommScope common stock, par value $0.01 per share (“CommScope Common Stock”), and therefore the Merger constitutes a Designated Event. See “Purpose of the Offer.”

How much are you offering to pay and what is the form of payment?

In accordance with the Indenture, we are offering to purchase the Notes, at a purchase price in cash equal to 100% of the principal amount of the Notes, on the Designated Event Repurchase Date, which will be February 15, 2008, which is between 20 and 35 business days after the date

2

of this Notice of Designated Event and Offer to Purchase, as required under Section 14.05 of the Indenture.  On February 15, 2008, the Company will make a semi-annual interest payment on the Notes to holders of record as of February 1, 2008.  See “Terms of the Offer.”

What are my conversion rights with respect to my Notes?

As a result of the Merger, each $1,000 principal amount of the Notes may be converted at the option of the Holder on the terms and subject to the conditions of the Indenture into $986.15 in cash and 2.304159 shares of CommScope Common Stock (subject to adjustment from time to time and payments for fractional shares, as provided in the Indenture).  However, Holders may not convert Notes tendered in the Offer without first validly withdrawing those Notes. Fractional shares of CommScope Common Stock will not be issued upon conversion. Instead, CommScope will pay cash for any fractional shares of CommScope Common Stock Holders would otherwise have received.  CommScope Common Stock is listed on the NYSE under the symbol “CTV.” On January 9, 2008, the closing price of CommScope Common Stock on the NYSE was $42.37 per share. Based on the current conversion rate and this price, the consideration into which the Notes are convertible has a value of approximately $1,083.78 per $1,000 principal amount of the Notes.  See “Conversion Rights with Respect to the Notes.”

If I do not tender, will I continue to be able to exercise my conversion rights?

You will be able to convert your Notes until the Designated Event Repurchase Date subject to the terms of the Indenture, provided that you do not submit your Notes for purchase. See “Conversion Rights with Respect to the Notes.”

If I do not tender, will I have the right to require the Company to repurchase my Notes in the future?

We are making the Offer to satisfy our obligation under the Indenture to offer to repurchase the Notes as a result of the Designated Event that occurred with respect to the consummation of the Merger. Upon expiration of the Offer, we will have no further obligation to repurchase your Notes (i) unless another Designated Event occurs in the future, in which case we would again be obligated to offer to repurchase your Notes, and (ii) in accordance with the terms of the Indenture, you may require the Company to repurchase your Notes for cash on August 15, 2008, at a repurchase price of 100% of their principal amount, plus accrued and unpaid interest, to, but excluding, the applicable repurchasing date.

What is the market value of the Notes?

There is no established reporting or trading system for the Notes; however, the Notes currently are traded over-the-counter. Accordingly, there is no practical way to determine the trading history of the Notes.  We believe that trading in the Notes has been limited and sporadic.  See “Price Range of Notes and Common Stock; Dividends.”

Do you have the financial resources to make payment?

Yes. The company estimates that it will need approximately $167,132,700 to purchase all of the Notes pursuant to the Offer, to pay accrued interest and to pay related fees and expenses. The

3

Company expects this amount to be provided through cash advanced by CommScope, which will utilize its available cash on hand, and through borrowings under its existing credit facility. See “Source and Amount of Funds.”

How long do I have to tender in the Offer?

You have until 5:00 p.m., New York City time, on February 15, 2008 unless we extend or earlier terminate the Offer, to tender your Notes in the Offer.  See “Terms of the Offer” and “Expiration, Extension, Amendment, Termination or Withdrawal of the Offer.”

Can the Offer be extended, and under what circumstances?

We may extend the Offer, subject to applicable law and provided that no later than March 3, 2008 we make payment for all Notes validly tendered and not withdrawn.  We will publicly announce any extension as promptly as practicable after the previously scheduled expiration of the Offer.  Without limiting the manner in which we may choose to make any public announcement, we shall be under no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release.  See “Expiration, Extension, Amendment, Termination or Withdrawal of the Offer.”

How do I tender my Notes?

To tender your Notes for purchase pursuant to the Offer, you must tender the Notes through the applicable automated tendering system (“ATOP”), administered by The Depository Trust Company (“DTC”) no later than 5:00 p.m., New York City time, on February 15, 2008.

If your Notes are held by a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee if you desire to tender your Notes and instruct such nominee to tender the Notes on your behalf through the transmittal procedures of DTC on or before the expiration time.

By tendering your Notes through the transmittal procedures of DTC, you agree to be bound by the terms of the Offer.  See “Procedures for Tendering Notes.”

Until what time can I withdraw previously tendered Notes?

You can withdraw previously tendered Notes at any time until the expiration time, 5:00 p.m., New York City time, on February 15, 2008 unless we extend the Offer, in which case you may withdraw your Notes at any time prior to the new expiration time.  You may also withdraw any tendered Notes if such Notes have not been accepted for payment after the expiration of 40 business days from the commencement of the Offer.  See “Withdrawal of Tenders.”

How do I withdraw previously tendered Notes?

To withdraw Notes validly tendered in the Offer, you must withdraw the Notes through the procedures of DTC prior to the expiration time. You may not rescind a withdrawal of tendered Notes.  However, you may re-tender your Notes by following the proper tender procedures.  See “Procedures for Tendering Notes” and “Withdrawal of Tenders.”

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If I tender, when will I receive payment for the Notes?

We will accept for payment Notes validly tendered prior to the expiration of the Offer and not validly withdrawn subject to the conditions of the Offer.  Promptly after the expiration time, we will pay the purchase price for all Notes validly tendered and not withdrawn under the Offer.  See “Terms of the Offer.”

If my Notes are purchased in the Offer, when will interest cease to accrue on them?

Unless we default in making payment of the purchase price, interest on the Notes we purchase from you will cease to accrue as of the end of the day on the day preceding the Designated Event Repurchase Date.

If I choose to tender Notes in the Offer, do I have to surrender all of my Notes?

No. You may tender all, a portion of or none of your Notes in the Offer.  If you wish to tender a portion of your Notes in the Offer, however, you must tender your Notes in denominations of $1,000 principal amount or an integral multiple thereof.

What will happen to Notes not tendered in the Offer?

Any Notes that remain outstanding after the Designated Event Repurchase Date will continue to be our obligations and will enjoy the benefits of the Indenture, including the accrual of interest.  You will have the right to convert the Notes in the future only on the terms and subject to the conditions of the Indenture.  The amount and kind of securities and cash to be received upon conversion changed following the consummation of the Merger in accordance with the Indenture and as described in this Offer to Purchase. The other terms and conditions governing the Notes, including the covenants and other protective provisions contained in the Indenture governing the Notes, will remain unchanged.

To the extent that Notes are purchased pursuant to this Offer to Purchase, the trading markets for the Notes that remain outstanding may be more limited than the trading markets that may have existed if all Notes remained outstanding.  As a result, the market price for the remaining Notes may decrease or become more volatile.

Whether or not any Notes are purchased by us pursuant to the Offer, we or any of our affiliates, from time to time at any time beginning after the tenth business day following the expiration of the Offer, may acquire Notes otherwise than pursuant to the Offer, through various means upon such terms and at prices that may be higher or lower than the prices to be paid pursuant to this Offer to Purchase, and for cash or other consideration.

Do I have to pay a commission if I tender my Notes?

No commissions are payable by Holders of the Notes to the Company, DTC or the paying agent; however, you may be required to pay commissions to your broker in connection with your tender of Notes.  See “Terms of the Offer.”

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What are the material federal income tax consequences to me if I tender?

The sale of Notes pursuant to the Offer will be a taxable event for U.S. federal income tax purposes.  See “United States Federal Income Tax Consequences.” We recommend that you consult your tax advisor regarding the application of the U.S. federal tax laws to your particular situation, as well as any tax consequences arising under any state, local or foreign tax law.

Who can I talk to if I have questions about the Offer?

You may contact Georgeson which is the Information Agent for the Offer, at (877) 386-8141 or at the address listed on the back cover of this Offer to Purchase if you have any questions or requests for assistance.  (Brokers, dealers, commercial banks, trust companies or other nominees can contact Georgeson at (212) 440-9800).

Are you making any recommendation about the Offer?

The Company does not make any recommendation as to whether you should surrender your Notes for purchase in the Offer. You must make your own decision whether to surrender your Notes for purchase in the Offer and, if so, the amount of Notes to surrender.

This Offer to Purchase contains important information and you should read the remainder of this document in its entirety before making a decision with respect to the Offer.

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AVAILABLE INFORMATION

CommScope files, and, prior to its acquisition by CommScope, the Company filed, annual, quarterly and special reports, proxy statements, and other documents with the SEC under the Exchange Act.  These documents are available to the public at the SEC’s website at http://www.sec.gov and CommScope’s SEC filings are available to the public at CommScope’s website at http://www.commscope.com.  You may also read and copy any document CommScope or the Company files at the SEC’s Public Reference Room located at:

Headquarters Office

100 F Street, N.E.

Room 1580

Washington, DC 20549

(202) 551- 8090

You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 (1-800-732-0330).

INCORPORATION BY REFERENCE

We incorporate by reference specified information that CommScope and the Company have filed with the SEC, which means that we can disclose important information to you by referring you to those documents.  The information incorporated by reference is an important part of this Offer to Purchase.  Any statement contained in a document incorporated by reference shall be deemed to be modified or superseded for purposes of this Offer to Purchase to the extent that a statement contained in this Offer to Purchase modifies or replaces that statement.  We incorporate by reference the documents of CommScope and the Company listed below (including all exhibits thereto, in each case, as applicable).

(i)The section titled “Description of the Notes” in Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed on June 10, 2003;

(ii)The Company’s Annual Report on Form 10-K for the year ended September 30, 2007;

(iii)The Company’s Quarterly Reports on Form 10-Q for the quarters ended December 31, 2006, March 31, 2007 and June 30, 2007;

(iv)The Company’s Current Reports on Form 8-K Filed on October 19, 2006, November 6, 2006, February 9, 2007, May 16, 2007, June 6, 2007, June 27, 2007, July 17, 2007, July 18, 2007, July 31, 2007 (SEC Accession No. 00011193125-07-166356), July 31, 2007 (SEC Accession No. 0001104659-07-057243) (other than the information furnished under Item 2.01 and the press release attached as exhibit 99.1), August 16, 2007, September 18, 2007 (as amended by the Current Report on Form 8-K/A filed with the SEC on September 19, 2007), October 24, 2007, October 31, 2007 (other than the information furnished under Item 2.02 and the press release attached as exhibit 99.1), November 8, 2007, December 11, 2007, and December 27, 2007; and

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(v)CommScope’s Annual Report on Form 10-K for the year ended December 31, 2006;

(vi)CommScope’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007, and September 30, 2007; and

(vii)CommScope’s Current Reports on Form 8-K filed on February 23, 2007, February 28, 2007, March 19, 2007, March 22, 2007, May 1, 2007, June 27, 2007 (other than the information furnished under Item 7.01 and the press release attached as exhibit 99.2), August 16, 2007, October 30, 2007, December 4, 2007, December 4, 2007, December 6, 2007, December 26, 2007, December 28, 2007, January 4, 2008 and January 10, 2008.

In addition, this Offer to Purchase constitutes a part of an Issuer Tender Offer filed on Schedule TO (the “Schedule TO”) by the Company with the SEC on January 10, 2008 pursuant to Section 13(e) of the Exchange Act and the rules and regulations promulgated thereunder.  The Schedule TO and all exhibits thereto are incorporated in this Offer to Purchase by reference.

You may request a free copy of these filings by writing to the following address:

CommScope Inc.

1100 CommScope Place, SE

P.O. Box 339

Hickory, North Carolina 28602

Attention: Corporate Secretary

In addition, you may obtain copies of the information relating to CommScope, without charge, by accessing CommScope’s website at http://www.commscope.com under the tab “Investor Relations” and then under the tab “SEC Filings.” The information contained in CommScope’s website is not incorporated by reference into this Offer to Purchase.

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Offer to Purchase and the documents that we incorporate by reference that are other than historical facts are intended to be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws and include but are not limited to those statements relating to CommScope’s business position, plans, outlook, revenues, earnings, margins, synergies and other financial items, restructuring plans, CommScope’s acquisition of the Company, sales and earnings expectations, expected demand, cost and availability of key raw materials, internal and external production capacity and expansion, competitive pricing and relative market position. While we believe such statements are reasonable, the actual results and effects could differ materially from those currently anticipated. These forward-looking statements are identified by the use of certain terms and phrases including but not limited to “intent,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” anticipate,” “should,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “guidance,” and similar expressions.

Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond our control. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. Relevant risks and uncertainties relating to CommScope’s acquisition of the Company include, but are not limited to: the anticipated benefits and synergies of the transaction may not be realized; the integration of the Company’s operations with CommScope could be materially delayed or may be more costly or difficult than expected; and legal proceedings may be commenced by or against CommScope or the Company. Relevant risks and uncertainties generally applicable to CommScope include, but are not limited to: changes in cost and availability of key raw materials and the ability to recover these costs from customers through pricing actions; concentration of sales among a limited number of key customers or distributors; customer demand for our products and the ability to maintain existing business alliances with key customers or distributors; the risk that internal production capacity and that of contract manufacturers may be insufficient to meet customer demand for products; the risk that customers might cancel orders placed or that orders currently placed may reduce orders in the future; continuing consolidation among customers; competitive pricing and acceptance of products; industry competition and the ability to retain customers through product innovation; possible production disruption due to supplier or contract manufacturer bankruptcy, reorganization or restructuring; successful ongoing operation of our vertical integration activities; ability to achieve expected sales, growth and earnings goals; costs of protecting or defending CommScope’s intellectual property; ability to obtain capital on commercially reasonable terms; and regulatory changes affecting CommScope or the industries CommScope serves. For a more complete description of factors that could cause such a difference, please see CommScope’s filings with the SEC. The information contained in this Offer to Purchase and the documents incorporated by reference represent the Company’s best judgment at the respective dates thereof based on information available as of such dates. In providing forward-looking statements, the Company and CommScope do not intend and do not undertake any duty or obligation to update these statements as a result of new information, future events or otherwise.

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THE OFFER

Introduction.

Upon the terms and subject to the conditions set forth in this Offer to Purchase, we are offering to purchase any or all of our outstanding 3¼% Convertible Subordinated Notes due 2013 at a price in cash equal to 100% of the principal amount of the Notes.  On February 15, 2008, the Company will make a semi-annual interest payment on the Notes to holders of record as of February 1, 2008.  As of January 9, 2008 there was $164,411,000 in aggregate principal amount of Notes outstanding.

This Notice of Designated Event and Offer to Purchase is being sent to you pursuant to the Indenture and constitutes a “Designated Event Notice” referenced in Section 14.05 thereof and a notice of execution of a supplemental indenture referenced in Section 9.01 thereof.  The Indenture provides that following a Designated Event (as defined in the Indenture), each Holder of the Notes will have the right to have all of its Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000, repurchased at a price determined as set forth in the Indenture.  A Designated Event occurred on December 27, 2007 as a result of the merger of a indirect wholly-owned subsidiary of CommScope with and into the Company whereby the Company became an indirect wholly-owned subsidiary of CommScope.  We entered into the Supplemental Indenture with the Trustee on December 27, 2007.

The Offer will expire at the expiration time, which is 5:00 p.m., New York City time, on February 15, 2008 and we will purchase on February 15, 2008 any Notes that have been validly tendered and not withdrawn, unless the Offer is extended or earlier terminated.  If Notes are accepted for payment pursuant to the Offer, only Holders of Notes who validly tender their Notes pursuant to the Offer at or prior to the expiration time will receive the purchase price.  Notes tendered in the Offer may be withdrawn at any time prior to the expiration time.

In the Merger, each outstanding share of common stock of the Company was converted into the right to receive $13.50 in cash and 0.031543 shares of CommScope Common Stock.  As a result of the Merger, each $1,000 principal amount of the Notes is convertible until the Designated Event Repurchase Date at the option of the Holder on the terms and subject to the conditions of the Indenture into $986.15 in cash and 2.304159 shares of CommScope Common Stock (subject to adjustment from time to time and payments for fractional shares, as provided in the Indenture).

Fractional shares of CommScope Common Stock will not be issued upon conversion of the Notes. Instead, CommScope will pay cash for any shares of fractional CommScope Common Stock Holders would otherwise have received. Holders should read “Conversion Rights with Respect to the Notes” for more information about the Notes’ conversion rights. Holders who validly tender and do not properly withdraw their Notes in the Offer will no longer have conversion rights, unless we fail to purchase and pay for such Notes pursuant to the Offer.

Based on the current conversion rate and a closing price of CommScope Common Stock on the NYSE of $42.37 on January 9, 2008, a Holder that tendered its Notes for conversion on such date would be entitled to conversion consideration with a value of approximately $1,083.78 for

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each $1,000 principal amount of Notes so tendered. The purchase price that we are offering per $1,000 principal amount of Notes is less than this hypothetical conversion value. The actual value of the conversion consideration that a particular Holder would be entitled to receive pursuant to the Indenture and the Notes upon conversion of such Notes, however, varies based upon the value of CommScope Common Stock when the Notes are tendered for conversion.  There can be no assurance as to the price at which CommScope Common Stock may now or in the future trade or be sold, and no assurance as to whether a Holder will receive an amount greater than, less than, or equal to the hypothetical conversion value set forth above upon conversion.

Holders of Notes are urged to consult with their own financial advisors before accepting the Offer.

We do not make, and none of our directors or affiliates makes, any recommendation as to whether Holders should tender their Notes pursuant to the Offer.

Terms of the Offer.

Upon the terms and subject to the conditions set forth herein, we are offering to purchase for cash any and all of the outstanding Notes at a price equal to 100% of the principal amount of the Notes.  On February 15, 2008, the Company will make a semi-annual interest payment on the Notes to holders of record as of February 1, 2008.

The Offer will expire at the expiration time, which is 5:00 p.m., New York City time, on February 15, 2008. If Notes are accepted for payment pursuant to the Offer, only Holders of Notes who validly tender their Notes pursuant to the Offer at or prior to the expiration time will receive the purchase price.  Notes tendered in the Offer may be withdrawn at any time prior to such date and time.

If we make a material change in the terms of the Offer or the information concerning the Offer, we will disseminate additional Offer materials and extend the Offer if required by law.

Subject to applicable securities laws and the terms set forth in the Indenture and this Offer to Purchase, we reserve the right to amend the Offer in any respect.  In addition, we can extend or terminate the Offer if such extension or termination is required by applicable law.  Any extension, amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension of the Offer to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration time.  See “Expiration, Extension, Amendment, Termination or Withdrawal of the Offer.”

In the event that we withdraw or terminate the Offer because either or both of the conditions to the Offer described in “Conditions of the Offer” have not been satisfied, the purchase price will not be paid or become payable to Holders who have tendered their Notes.  In such event, the paying agent will return tendered Notes to the tendering Holders promptly following the withdrawal or termination of the Offer.

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You will not be required to pay any commission to us, DTC or the paying agent in connection with the Offer; however, there may be commissions you need to pay to your broker in connection with your tender of Notes.

You may tender, and we will only accept, Notes in denominations of $1,000 principal amount and integral multiples thereof.  We will accept for payment, upon the terms and subject to the conditions of the Offer, all Notes validly tendered in accordance with the procedures set forth in “Procedures for Tendering Notes” and not withdrawn in accordance with the procedures set forth in “Withdrawal of Tenders” at or prior to the expiration time.  Each tendering Holder of Notes whose Notes are accepted for payment pursuant to the Offer will receive the same consideration per $1,000 principal amount thereof as all other Holders of Notes whose tenders are accepted.

We and our affiliates, including our executive officers and directors, will be prohibited under applicable federal securities laws from repurchasing Notes outside of the Offer for ten business days after the expiration time.  Following such time, if any Notes remain outstanding, we may purchase additional Notes in the open market, in private transactions, through a subsequent tender offer or otherwise, any of which purchases may be consummated at a price higher or lower than that offered hereby, or which may be paid in cash or other consideration.  The decision to purchase additional Notes, if any, will depend upon many factors, including the market price of the Notes, the results of the Offer, the business and financial position of the Company and CommScope and general economic and market conditions.  Any such purchase may be on the same terms or on terms more or less favorable to Holders of the Notes than the terms of the Offer as described in this Offer to Purchase.

Certain Information Concerning the Offeror.

The Company, a Delaware corporation, is a wholly-owned indirect subsidiary of CommScope, a Delaware corporation. We design, manufacture and deliver innovative and essential equipment and solutions for the global communications infrastructure market. We serve operators and original equipment manufacturers from facilities in 35 countries.

Our principal executive office and telephone number are: 1100 CommScope Place, SE, P.O. Box 339 Hickory, North Carolina 28602, (828) 324-2200.

Purpose of the Offer.

Section 14.05 of the Indenture provides that following a Designated Event, the Company is obligated to offer to repurchase your Notes.  A Designated Event, as defined in the Indenture, occurred when an indirect wholly-owned subsidiary of CommScope merged with and into the Company and the Company became an indirect wholly-owned subsidiary of CommScope which resulted in shares of common stock of the Company being converted into the right to receive consideration that was not all or substantially all common stock of a publicly listed company. We are making the Offer to satisfy our obligations under the Indenture.

Price Range of Notes and Common Stock; Dividends.

There is no established reporting system or trading market for trading in the Notes; however, we believe the Notes currently are traded over-the-counter. Accordingly, there is no practical

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way to determine the trading history of the Notes.  We believe that trading in the Notes has been limited and sporadic.  To the extent such information is available, Holders are urged to contact their brokers with respect to current information regarding the market price of the Notes.

Following the consummation of the Offer, we expect that Notes not purchased in the Offer will continue to be traded over-the-counter; however, we anticipate that the trading market for the Notes might be even more limited. A debt security with a smaller outstanding principal amount available for trading (a smaller “float”) may command a lower price and trade with greater volatility than would a comparable debt security with a greater float.  Consequently, our purchase of Notes pursuant to the Offer will reduce the float and may negatively impact the liquidity, market value and price volatility of the Notes that remain outstanding following the Offer.  We cannot assure you that a trading market will exist for the Notes following the Offer.  The extent of the market for the Notes following consummation of the Offer will depend upon, among other things, the remaining outstanding principal amount of the Notes at such time, the number of Holders of Notes remaining at such time and the interest in maintaining a market in such Notes on the part of securities firms.

The CommScope Common Stock is currently quoted on the NYSE under the symbol “CTV.”  The following table sets forth, for each period indicated, the high and low sale prices for CommScope Common Stock as reported on the NYSE.

	CommScope Common Stock Price
	High		Low
Fiscal Year Ended December 31, 2005
Quarter ended March 31, 2005	$	19.23	$	13.93
Quarter ended June 30, 2005		18.17		13.83
Quarter ended September 30, 2005		19.73		16.87
Quarter ended December 31, 2005		21.13		16.38
Fiscal Year Ended December 31, 2006
Quarter ended March 31, 2006	$	29.42	$	19.95
Quarter ended June 30, 2006		33.72		25.92
Quarter ended September 30, 2006		33.67		25.74
Quarter ended December 31, 2006		35.91		29.25
Fiscal Year Ended December 31, 2007
Quarter ended March 31, 2007	$	43.79	$	28.28
Quarter ended June 30, 2007		59.82		41.90
Quarter ended September 30, 2007		63.51		44.28
Quarter ended December 31, 2007		54.13		37.21

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Fiscal Year Ending December 31, 2008
Quarter ending March 31, 2008 (through January 9, 2008)	$	49.90	$	40.52

_________

On January 9, 2008 the closing price of CommScope Common Stock on the NYSE was $42.37.  CommScope has never declared or paid cash dividends on CommScope Common Stock.

We urge you to obtain current market quotations for the Notes, to the extent available, and CommScope Common Stock prior to making any decision with respect to the Offer.

Conversion Rights with Respect to the Notes.

In the Merger, each outstanding share of the Company’s common stock was converted into the right to receive $13.50 in cash and 0.031543 shares of CommScope Common Stock. As a result of the Merger, each $1,000 principal amount of the Notes is convertible until the Designated Event Repurchase Date at the option of the Holder, in accordance with and subject to the provisions of the Indenture, into $986.15 in cash and 2.304159 shares of CommScope Common Stock (subject to adjustment from time to time and payments for fractional shares, as provided in the Indenture). On January 9, 2008, the closing price of CommScope Common Stock on the NYSE was $42.37. Based on the current conversion rate and this price, a Holder that tendered its Notes for conversion on such date would be entitled to conversion consideration with a value of approximately $1,083.78 per $1,000 principal amount of the Notes.  Holders converting Notes will not receive a cash payment for accrued and unpaid interest, which interest shall be deemed to be paid in full through delivery of the conversion consideration; provided, however, that if Notes are converted during the period after a record date for the payment of interest but prior to the next succeeding interest payment date, the Company will pay interest on such interest payment date to the Holder registered as such on the applicable record date.

Fractional shares of CommScope Common Stock will not be issued upon conversion of the Notes. Instead, CommScope will pay cash for any shares of fractional CommScope Common Stock Holders would otherwise have received, based on the closing sale price of the CommScope Common Stock on the NYSE on the last trading day immediately preceding the day on which the Notes are deemed to be converted. Holders who validly tender and do not properly withdraw their Notes in the Offer will no longer have conversion rights, unless we fail to purchase and pay for such Notes pursuant to the Offer.

In order to exercise the conversion privilege with respect to a Note held in book-entry form, the beneficial owner must (i) cause to be completed the appropriate instruction form for conversion pursuant to DTC’s book-entry conversion program, (ii) cause to be delivered by book-entry delivery an interest in the aggregate principal amount and corresponding principal amount represented thereby to be converted of such Note, (iii) furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and (iv) pay the funds, if any, required by Section 15.02 of the Indenture and any transfer or similar taxes, if required pursuant to Section 15.07 of the Indenture.  The Bank of New York Trust Company, N.A is the trustee and conversion agent for the Notes.  See the back cover of this Offer to Purchase for The Bank of New York Trust Company, N.A’s contact information.

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For more information regarding the conversion rights with respect to the Notes, or any of the other terms and conditions of the Notes, please see the Indenture.

Acceptance of Notes for Payment.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and applicable law, we will, on the Designated Event Repurchase Date, purchase by accepting for payment, and will make payment for, all Notes validly tendered (and not properly withdrawn) pursuant to the Offer.  Such payment will be made by the deposit, on or prior to the Designated Event Repurchase Date, of immediately available funds with the paying agent, which will act as agent for tendering Holders for the purpose of receiving payment from us and transmitting such payment to tendering Holders.  Payment for Notes for which an election to repurchase is validly made shall be delivered promptly following the later of (i) the expiration time of the Offer or (ii) the time of book-entry transfer or delivery of the Note to the paying agent.  Under no circumstances will interest on the purchase price be paid by us by reason of any delay on behalf of the paying agent in making such payment.

We expressly reserve the right, in our sole discretion and subject to the terms of the Indenture and the Notes and Rule 13e-4(f)(5) and Rule 14e-1(c) under the Exchange Act, to delay acceptance for payment of the Notes in order to comply, in whole or in part, with any applicable law.  We also expressly reserve the right, in our sole discretion, to withdraw or terminate the Offer if any or all of the conditions specified in the section captioned “Conditions of the Offer” are not satisfied.

In all cases, payment by the paying agent to Holders of Notes accepted for payment pursuant to the Offer will be made only after timely receipt by the paying agent of confirmation of a book-entry transfer of such Notes into the paying agent’s account at DTC and a properly transmitted agent’s message.  See “Procedures for Tendering Notes.”

For purposes of the Offer, validly tendered Notes (or defectively tendered Notes for which we have waived such defect) will be deemed to have been accepted for payment by us if, as and when we give oral or written notice of acceptance for payment to the paying agent.  We reserve the right to transfer or assign, in whole at any time or in part from time to time, to one or more of our affiliates, the right to purchase any Notes tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice the rights of tendering Holders of Notes to receive the purchase price pursuant to the Offer.

We will only accept tenders of Notes pursuant to the Offer in principal amounts equal to $1,000 or integral multiples thereof.  Notes accepted for payment will cease to be outstanding and will be delivered to the Trustee for cancellation immediately after the purchase.

If we do not accept tendered Notes for payment for any reason pursuant to the terms and conditions of the Offer, such Notes will be credited to an account maintained at the book-entry transfer facility designated by the participant therein who so delivered such Notes, promptly following the expiration time or the termination of the Offer.

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Expiration, Extension, Amendment, Termination or Withdrawal of the Offer.

The Offer will expire at the expiration time, which is 5:00 p.m., New York City time, on February 15, 2008.

We expressly reserve the right, at any time or from time to time, subject to applicable law and the provisions of the Indenture, to amend the Offer in any respect by giving oral or written notice of such amendment to the paying agent.

We also expressly reserve the right, in our sole discretion, to extend or terminate the Offer in order to comply, in whole or in part, with any applicable law, or to withdraw or terminate the Offer if either or both of the conditions specified in the section “Conditions of the Offer” are not satisfied.

Any extension, amendment, termination or withdrawal of the Offer will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension of the Offer to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration time.  Without limiting the manner in which any public announcement may be made, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release.

If we make a material change in the terms of the Offer or the information concerning the Offer, we will disseminate additional Offer materials and extend the Offer if required by law.

If we extend the Offer, or if, for any reason, the acceptance for payment of, or the payment for, Notes is delayed or if we are unable to accept for payment or pay for Notes pursuant to the Offer, then, without prejudice to our rights under the Offer, the paying agent may retain tendered Notes on our behalf, and such Notes may not be withdrawn except to the extent tendering Holders are entitled to withdrawal rights as described in “Withdrawal of Tenders.” However, our ability to delay the payment for Notes that we have accepted for payment is limited by Rules 13e-4(f)(5) and 14e-1(c) under the Exchange Act, which require that a bidder pay the consideration offered or return the securities deposited by or on behalf of Holders of securities promptly after the termination or withdrawal of a tender offer.

Any Notes received by the paying agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the paying agent to the tendering Holders promptly following the earlier to occur of the expiration time or the termination of the Offer.

Procedures for Tendering Notes.

You will not be entitled to receive the purchase price for your Notes unless you validly tender and do not withdraw your Notes on or before the expiration time of the Offer, which is 5:00 p.m., New York City time, on February 15, 2008.  You may tender some or all of your Notes; however, any Notes tendered must be in $1,000 principal amount or an integral multiple thereof.  If you do not validly tender your Notes on or before the expiration time, your Notes will remain outstanding subject to the existing terms of the Indenture and the Notes.

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Method of Tendering Notes.  The Trustee under the Indenture has informed us that, as of the date of this Offer to Purchase, all custodians and beneficial Holders of the Notes hold the Notes through DTC accounts and that there are no certificated Notes in non-global form.  Accordingly, all Notes tendered for purchase hereunder must be delivered through ATOP.  Delivery of Notes and all other required documents, including delivery and acceptance through ATOP, is at the election and risk of the person tendering Notes.

Agreement to Be Bound by the Terms of the Offer.  By tendering your Notes through ATOP, you acknowledge and agree as follows:

●   pursuant to the Offer, such Notes shall be purchased as of the date the Notes are accepted for purchase pursuant to the terms and conditions of the Indenture and the Notes, and that under the Indenture, Notes must be surrendered to the paying agent to collect payment of the purchase price;

●   you have received this Offer to Purchase and acknowledge that it provides the notices required by the Indenture;

●   upon the terms and subject to the conditions of the Offer, and effective upon the acceptance for payment thereof, you irrevocably surrender, sell, assign and transfer to us, all rights, title and interest in and to all the Notes tendered and so accepted for payment, waive any and all rights with respect to the Notes (including without limitation any existing or past defaults and their consequences in respect of the Notes and the Indenture), release and discharge us and our affiliates, and our and their respective directors, officers and employees, from any and all claims you may have now, or may have in the future arising out of, or related to, the Notes, including, without limitation, any claims that you are entitled to receive additional principal or interest payments with respect to the Notes or to participate in any conversion, redemption or defeasance of the Notes and irrevocably constitute and appoint the paying agent as your true and lawful agent and attorney-in-fact with respect to any such tendered Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

●transfer ownership of such Notes, on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to us,

●present such Notes for transfer on the relevant security register, and

●receive all benefits or otherwise exercise all rights of beneficial ownership of such Notes (except that the paying agent will have no rights to, or control over, funds from us, except as our agent, for the purchase price of any tendered Notes that are purchased by us), all in accordance with the terms set forth in this Offer to Purchase;

●   you represent and warrant that you (i) own the Notes tendered and are entitled to tender such Notes and (ii) have full power and authority to tender, surrender, sell, assign and transfer the Notes tendered and that when such Notes are accepted for payment by us, we will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right;

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●   you agree, upon request from us, to execute and deliver any additional documents deemed by the paying agent or us to be necessary or desirable to complete the sale, assignment and transfer of the Notes tendered;

●   you understand that all Notes properly tendered and not validly withdrawn prior to expiration time will be purchased at the purchase price, in cash, subject to the terms and conditions of the Offer;

   ● Payment for Notes purchased pursuant to this Offer to Purchase will be made by deposit of the purchase price for Notes with the paying agent, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you;

    ● tenders for Notes may be withdrawn prior to the expiration time by following the procedures described in “Withdrawal of Tenders”;

   ● all authority conferred or agreed to be conferred pursuant to the terms of the Offer hereby shall survive your death or incapacity and shall be binding upon your heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives;

   ● the tender, delivery and surrender of the Notes is not effective, and the risk of loss of the Notes does not pass to the paying agent, until receipt by the paying agent of any and all evidences of authority and any other required documents in form satisfactory to us; and

   ● all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any Notes pursuant to the procedures described in this Offer to Purchase and the form and validity (including time of receipt of notices of withdrawal) of all documents will be determined by us, in our sole direction, which determination shall be final and binding on all parties.

Tender of Notes Held Through a Custodian.  If your Notes are held by a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee if you desire to tender your Notes and instruct such nominee to tender your Notes for purchase on your behalf through the transmittal procedures of DTC as set forth below under the caption “—Tender of Notes in Global Form” on or prior to the expiration time.

Tender of Notes in Global Form.  If you are a DTC participant, you may elect to tender to us your beneficial interest in the Notes by:

    ● delivering to the paying agent’s account at DTC through DTC’s book-entry system your beneficial interest in the Notes on or prior to the expiration time; and

   ● electronically transmitting your acceptance of the Offer through ATOP, subject to the terms and procedures of that system, on or prior to expiration time.  Upon receipt of such Holder’s acceptance through ATOP, DTC will edit and verify the acceptance and send an agent’s message to the paying agent for its acceptance.  The term “agent’s message” means a message transmitted by DTC to, and received by, the paying agent, which states that DTC has received an express acknowledgment from the participant in DTC

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described in that agent’s message, stating the principal amount of Notes that have been tendered by such participant under the Offer and that such participant has received and agrees to be bound by the terms of the Offer, including those set forth above under the caption “—Agreement to Be Bound by the Terms of the Offer.”

Withdrawal of Tenders.

You may withdraw your tendered Notes at any time prior to the expiration time but not thereafter, except as set forth below.  In addition, you may withdraw tendered Notes if we terminate the Offer without purchasing any Notes.  If we terminate the Offer or do not purchase any Notes in the Offer, we will instruct the paying agent to return your tendered Notes to you promptly following the earlier of such termination or the expiration time, without cost or expense to you.  You may also withdraw tendered Notes if we have not yet accepted them for payment after the expiration of 40 business days from the date of this Offer to Purchase.

If, for any reason whatsoever, acceptance for payment of, or payment for, any Notes tendered pursuant to the Offer is delayed (whether before or after our acceptance for payment of Notes) or we are unable to accept for payment or pay for the Notes tendered pursuant to the Offer, we may (without prejudice to our rights set forth herein) instruct the paying agent to retain tendered Notes (subject to the right of withdrawal in certain circumstances and subject to Rules 13e-4(f)(5) and 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the investor promptly after the termination or withdrawal of a tender offer).

For a withdrawal of a tender of Notes to be effective, a “request message” as defined below must be received by the paying agent prior to the expiration time, or after such time, so long as the Notes have not already been accepted for payment by us.  DTC participants may electronically transmit a request for withdrawal to DTC.  DTC may then, if required, edit the request and send a request message to the paying agent.  The term “request message” means a message transmitted by DTC and received by the paying agent, which states that DTC has received a request for withdrawal from a DTC participant and identifies the Notes to which such request relates.

If the Notes to be withdrawn have been delivered or otherwise identified to the paying agent, a request message is effective immediately upon receipt thereof.  If Notes have been delivered under the procedures for book-entry transfer, any notice of withdrawal must specify the name and number of the account of the appropriate book-entry transfer facility to be credited with the withdrawn Notes and must otherwise comply with that book-entry transfer facility’s procedures.

Any Notes properly withdrawn will be deemed to be not validly tendered for purposes of the Offer and we will not pay any consideration in respect of Notes that are so withdrawn.

Any permitted withdrawal of Notes may not be rescinded; provided, however, that withdrawn Notes may be re-tendered by following one of the procedures described in “Procedures for Tendering Notes,” at any time at or prior to the expiration time.

Withdrawal of Notes can be accomplished only in accordance with the foregoing procedures.

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If you tender your Notes in the Offer, you may convert your Notes into CommScope Common Stock and cash only if you withdraw your Notes prior to the time at which your right to withdraw has expired.  The Notes are convertible into shares of common stock and cash as described in “Conversion Rights With Respect to the Notes.”

All questions as to the form and validity (including time of receipt) of notices of withdrawal, including a request message, will be determined by us, in our sole discretion (and our determination shall be final and binding).  Neither we, the paying agent, the Trustee nor any other person will be under any duty to give notification of any defects or irregularities in any request message or incur any liability for failure to give any such notification.

Source and Amount of Funds.

The total amount of funds we need to purchase all of the Notes pursuant to the Offer, to pay accrued interest, and to pay related fees and expenses is estimated to be approximately $167,132,700 (assuming 100% of the outstanding Notes are tendered and accepted for payment).  We intend to fund our purchase of the Notes from cash advanced by CommScope, which will utilize its available cash on hand, and through borrowings under CommScope’s existing credit agreement.

On December 27, 2007, CommScope entered into a Credit Agreement, dated as of December 27, 2007 (the “Senior Credit Agreement”), among CommScope, the lenders named therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.  The Senior Credit Agreement provides for an aggregate of up to $2,500,000,000 in senior secured credit facilities (the “Senior Credit Facilities”), consisting of a $750,000,000 term loan A facility, a $1,350,000,000 term loan B facility and a $400,000,000 revolving credit facility.  The proceeds from the borrowing of the term loan A facility and the term loan B facility were used, together with cash on hand, to finance the cash portion of the consideration for CommScope’s acquisition of the Company, to repay certain existing indebtedness of CommScope and the Company, and to pay transaction fees and expenses. The Senior Credit Facilities are guaranteed by CommScope’s domestic subsidiaries (other than certain inactive domestic subsidiaries) and are secured by substantially all the assets of CommScope and the guarantor subsidiaries, including all of the capital stock of the guarantor subsidiaries and up to 66% of the capital stock of certain of CommScope’s foreign subsidiaries.

The term loan A facility was drawn in full at closing and is required to be repaid by CommScope in consecutive quarterly installments of $9,375,000 from March 31, 2010 to December 31, 2010, $18,750,000 from March 31, 2011 to December 31, 2011, $56,250,000 from March 31, 2012 to December 31, 2012, and $103,125,000 on each quarterly payment date thereafter with a final payment of all outstanding principal and interest on December 27, 2013.  The term loan B facility was drawn in full at closing and is required to be repaid by CommScope in consecutive quarterly installments of $3,375,000 beginning March 31, 2008 and on each quarterly payment date thereafter with a final payment of all outstanding principal and interest on December 27, 2014.  Borrowings under the revolving credit facility may be used for working capital and other general corporate purposes and are required to be repaid in full on December 27, 2013.  At December 27, 2007, upon completion of the acquisition of Andrew, CommScope had $400,000,000 of availability under the revolving credit facility.

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Outstanding principal under the term loan B facility bears interest at a rate equal to, at CommScope’s option, either (1) the base rate  (which is the higher of the then current Federal Funds rate plus 0.5% or the prime rate most recently announced by Bank of America, N.A., the administrative agent under the Senior Credit Facilities) plus a margin of 1.50% or (2) the adjusted one, two, three or six-month Eurodollar rate plus a margin of 2.50%.  Outstanding principal under the term loan A facility and the revolving credit facility initially bears interest at a rate equal to, at CommScope’s option, either (1) the base rate plus a margin of 1.25%, or (2) the adjusted one, two, three or six-month Eurodollar rate plus a margin of 2.25%.  The undrawn portion of the revolving credit facility is subject to an unused line fee calculated initially at an annual rate of 0.50%.  Beginning with reference to the four-quarter period ending March 31, 2008, pricing under the term loan A facility and the revolving credit facility and the unused line fee for the revolving credit facility will be determined by reference to a pricing grid based on CommScope’s consolidated leverage ratio for the four-quarter period then most recently ended.  Under the pricing grid, the applicable margins for the term loan A facility and the revolving credit facility will range from 0.75% to 1.25% for base rate loans and from 1.75% to 2.25% for Eurodollar loans, and the unused line fee for the revolving credit facility will range from 0.375% to 0.50%.  Outstanding letters of credit are subject to an annual fee equal to the applicable margin for Eurodollar loans under the revolving credit facility as in effect from time to time, plus a fronting fee on the undrawn amount thereof at an annual rate of 0.25%.

The term loan A facility and the revolving credit facility may be prepaid at any time without premium.  The term loan B facility may be prepaid at any time without premium, except that if CommScope completes either a repricing amendment of the term loan B facility or prepays any portion of the term loan B facility with the proceeds of new secured term loans, in either case during the first year of the term loan B facility, and such amendment or prepayment results in lower pricing for the term loan B facility (or for the replacement loans, in the case of a prepayment) than the term loan B pricing then in effect, then CommScope must pay a premium of 1.0% on the aggregate amount of the term loan B facility outstanding immediately prior to such amendment (or 1.0% on the aggregate amount of the term loan B facility so prepaid, in the case of a prepayment).  The Senior Credit Facilities are subject to mandatory prepayment with specified percentages of the net cash proceeds of certain asset dispositions, casualty events, and debt and equity issuances and with excess cash flow, in each case subject to certain conditions.

The Senior Credit Facilities contain covenants that restrict, among other things, the ability of CommScope and its subsidiaries to create liens, incur indebtedness and guarantees, make certain investments or acquisitions, merge or consolidate, dispose of assets, pay dividends, repurchase or redeem capital stock and subordinated indebtedness, change the nature of their business, enter into certain transactions with affiliates, and make changes in accounting policies or practices except as required by generally accepted accounting principles.  The Senior Credit Facilities also contain a consolidated interest coverage ratio covenant, a consolidated leverage ratio covenant and limitations on annual capital expenditures.  The Senior Credit Facilities contain events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, breaches of representations and warranties, cross-default to other indebtedness, bankruptcy and other insolvency events, material judgments, certain ERISA events, actual or asserted invalidity of loan documentation and certain changes of control of CommScope.

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CommScope may request additional term loans or an increase to the revolving credit facility, in an aggregate amount of up to $50,000,000, subject to certain conditions and the receipt of commitments from existing or additional lenders.

Effective December 27, 2007, CommScope entered into an interest rate swap agreement (the “Swap Agreement”) with Calyon in order to mitigate its variable rate interest risk on a portion of the term loans under the Senior Credit Facilities.  The Swap Agreement has an initial notional amount of $1,500,000,000 and is scheduled to decline to $400,000,000 over a four-year period ending December 31, 2011.  Under the Swap Agreement, CommScope has agreed to pay a fixed interest rate of 4.0775% on the applicable notional amount through December 31, 2011 and will receive interest payments at a variable rate based on three-month LIBOR on the applicable notional amount through the same period.  Net payments will be made or received quarterly.

Conditions of the Offer.

There are no conditions to the Offer except (i) for the timely and proper delivery and tender of the Notes in accordance with the terms of the Offer and (ii) that the Offer must comply with applicable law.  We reserve the right to withdraw or terminate the Offer in our sole discretion if either or both of such conditions have not been satisfied.  The Offer is not conditioned on our ability to obtain sufficient financing to purchase the Notes.

Plans and Proposals of the Company.

Except as described in these materials or as previously publicly announced, the Company currently has no agreements and has not authorized any actions that would be material to a Holder’s decision to surrender Notes for purchase in the Offer, which relate to or which would result in:

●   any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries other than those which have already been implemented in connection with the Merger;

   ● any purchase, sale or transfer of a material amount of the Company’s assets or any of its significant subsidiaries;

   ● other than as previously changed in connection with the Merger, any change in the Company’s present board of directors or management, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;

   ● any other material change in the Company’s corporate structure or business;

   ● any class of the Company’s equity securities, all of which were de-listed in connection with the Merger, to be de-listed from a national securities exchange or to cease to be authorized to be quoted in an automated quotations system operated by a national securities association;

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    ● any class of the Company’s equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act other than the Company’s common stock and the Notes;

   ● the suspension of the Company’s obligation to file reports under Section 15(d) of the Exchange Act, which the Company previously suspended in connection with the Merger;

   ● the acquisition by any person of additional securities of the Company, or the disposition of the Company’s securities; or

   ● any changes in the Company’s charter, bylaws or other governing instruments, or other actions that could impede the acquisition of control of the Company.

United States Federal Income Tax Consequences.

The following is a summary of certain U.S. federal income tax consequences to Holders of Notes in connection with the Offer described in this Offer to Purchase.  This discussion is not a complete analysis of all potential U.S. federal income tax consequences, nor does it address any tax consequences arising under any state, local or foreign tax law.  This discussion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), all as in effect as of the date of this Offer to Purchase.  These authorities may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below.  No ruling has been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences relating to the Offer, or that any such contrary position would not be sustained by a court.

This discussion is limited to Holders who hold Notes as capital assets within the meaning of Code Section 1221 (generally, property held for investment).  This discussion does not address all U.S. federal income tax considerations that may be relevant to a particular Holder in light of that Holder’s particular circumstances.  This discussion also does not consider any specific facts or circumstances that may be relevant to Holders subject to special rules under the U.S. federal income tax laws, including certain financial institutions, insurance companies, tax-exempt organizations, U.S. Holders whose functional currency for U.S. federal income tax purposes is not the United States dollar, dealers in securities, persons subject to the alternative minimum tax, persons who hold Notes or shares of CommScope Common Stock as part of a hedge, conversion or constructive sale transaction, or straddle or other integrated or risk reduction transaction, controlled foreign corporations, passive foreign investment companies, or persons who have ceased to be U.S. citizens or to be taxed as resident aliens.  In addition, the discussion does not apply to Holders of Notes that are treated as partnerships for U.S. federal income tax purposes.

We recommend that you consult your tax advisor regarding the application of the U.S. federal tax laws to your particular situation, as well as any tax consequences arising under any state, local or foreign tax law.

As used in this discussion, a U.S. Holder is any beneficial owner of Notes who for U.S. federal income tax purposes is or is treated as:

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           ● an individual citizen or resident of the United States;

           ● a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

           ● an estate the income of which is subject to U.S. federal income tax regardless of its source; or

           ● a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

A Non-U.S. Holder is any beneficial owner of Notes who is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

If a partnership or other entity taxable as a partnership holds the Notes, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership.  Accordingly, partnerships that hold Notes and partners in such partnerships are urged to consult their tax advisors as to the potential tax consequences to them in connection with a decision of whether to participate in the Offer.

We believe that we and CommScope are not and have not been U.S. real property holding corporations within the meaning of Sections 897 and 1445 of the Code.  If, contrary to our belief, we and/or CommScope were U.S. real property holding corporations, the consequences to Non-U.S. Holders might be different in certain respects than those described hereinafter.

Non-Tendering Holders

A Holder who does not tender Notes pursuant to the Offer generally will not recognize gain or loss for U.S. federal income tax purposes and will maintain the same adjusted tax basis and holding period for the Notes.  If such Holder subsequently elects to convert such Holder’s Notes into CommScope Common Stock and cash, such conversion will be a taxable transaction, pursuant to which such Holder will recognize income, gain, or loss for tax purposes.  The tax consequences to a Holder of such conversion will depend upon the specific situation of the Holder, including whether the Holder is a U.S. Holder or a Non-U.S. Holder.  Accordingly, Holders should consult with their tax advisors regarding the tax consequences to them of such conversion.

Tendering U.S. Holders

In General.  A sale of Notes by a U.S. Holder pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes.  Subject to the discussion of the market discount rules set forth below, a U.S. Holder selling Notes pursuant to the Offer will recognize capital gain or loss in an amount equal to the difference between the amount of cash received (other than amounts received attributable to accrued but unpaid interest, as discussed below) and the U.S. Holder’s adjusted tax basis in the Notes sold at the time of sale, and any such gain or

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loss will be long-term capital gain or loss if the U.S. Holder held the Notes for longer than one year.  A U.S. Holder’s adjusted tax basis in Notes generally will equal the cost of the Notes to such U.S. Holder (increased by the amount of any market discount previously taken into income by the U.S. Holder, and reduced by the amount of any amortizable bond premium previously taken into account by the U.S. Holder with respect to the Notes).  Certain non-corporate U.S. Holders may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains.  The deductibility of capital losses is subject to limitations.

Any cash received attributable to accrued but unpaid interest that has not yet been included in a U.S. Holder’s income will be taxable as ordinary income and not included in the amount realized for determining capital gain or loss, as described above, regardless of whether the U.S. Holder otherwise recognizes an overall loss in connection with a sale pursuant to the Offer.

An exception to the capital gain treatment described above may apply to a U.S. Holder who purchased Notes at a “market discount.” Subject to a statutory de minimis exception, Notes have market discount if they were purchased after their original issuance at an amount less than their adjusted issue price.  In general, unless the U.S. Holder has elected to include market discount in income currently as it accrues, any gain recognized by a U.S. Holder on the sale of Notes having market discount (in excess of a de minimis amount) will be treated as ordinary income to the extent of the lesser of (i) the gain recognized or (ii) the portion of the market discount that has accrued (on a straight-line basis or, at the election of the U.S. Holder, on a constant-yield basis) but has not yet been taken into income while such Notes were held by the U.S. Holder.  Any gain in excess of such accrued market discount will be subject to the capital gains rules described above.

Information Reporting and Backup Withholding.  Sales of the Notes by U.S. Holders pursuant to the Offer will be subject to certain information reporting requirements.  In addition, a U.S. Holder who fails to complete an IRS Form W-9 or applicable substitute form may be subject to backup withholding at the applicable rate of 28% with respect to the receipt of consideration received pursuant to the Offer unless such U.S. Holder (i) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact or (ii) otherwise provides a correct taxpayer identification number, certifies that it is a U.S. person not currently subject to backup withholding tax, and otherwise complies with applicable requirements of the backup withholding rules.  Backup withholding is not an additional tax.  Amounts withheld under the backup withholding rules may be credited against a U.S. Holder’s tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS in a timely manner.

Tendering Non-U.S. Holders

In General.  A Non-U.S. Holder will generally not be subject to U.S. federal income tax on gain (if any) recognized on a sale of the Notes (other than amounts received attributable to accrued interest, as discussed below) pursuant to the Offer unless:

           ● the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the U.S.;

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           ● the Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the sale, and certain other conditions are met; or

           ● we and/or CommScope are or have been a U.S. real property holding corporation for U.S. federal income tax purposes during the shorter of the non-U.S. holder’s holding period or the 5-year period ending on the date of disposition of the Notes.

A Non-U.S. Holder described in the first bullet point above will be required to pay U.S. federal income tax on the net gain derived from the sale in the same manner as if such Non-U.S. Holder was a U.S. Holder, and if such Holder is a foreign corporation, it may also be required to pay an additional branch profits tax at a 30% rate (or a lower rate if so specified by an applicable income tax treaty).  A Holder described in the second bullet point above will be subject to a 30% (or, if applicable, a lower treaty rate) U.S. federal income tax on the gain derived from the sale, which may be offset by U.S. source capital losses, even though the Holder is not considered a resident of the U.S.

The gross amount of cash received by a Non-U.S. Holder upon consummation of the Offer that is attributable to accrued interest generally will not be subject to U.S. federal withholding tax, provided that:

           ● the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of CommScope stock that are entitled to vote;

           ● the Non-U.S. Holder is not a controlled foreign corporation that is related to us through stock ownership;

           ● the Non-U.S. holder is not a bank receiving interest on a loan entered into in the ordinary course of business; and

           ● appropriate documentation (generally, an IRS Form W-8 BEN or applicable substitute form) establishing that the Non-U.S. Holder is not a U.S. person is completed.

A Non-U.S. Holder that does not qualify for an exemption from withholding tax on accrued interest under this paragraph will generally be subject to withholding of U.S. federal income tax at a 30% rate on payments attributable to accrued interest unless such Non-U.S. Holder is able to claim a valid exemption or reduction from withholding tax under an income tax treaty and properly executes an IRS Form W-8 BEN or applicable substitute form.  If accrued interest paid to a Non-U.S. Holder is effectively connected with the conduct by that Non-U.S. Holder of a U.S. trade or business, then, although exempt from U.S. withholding tax if the Non-U.S. Holder provides the appropriate documentation (generally, an IRS Form W-8 ECI or applicable substitute from), the Non-U.S. Holder will generally be subject to U.S. federal income tax on that accrued interest in the same manner as if the Non-U.S. Holder were a U.S. Holder.  In addition, if the Non-U.S. Holder is a foreign corporation, the accrued interest may be subject to a branch profits tax at a rate of 30% or lower applicable treaty rate.

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Information Reporting and Backup Withholding.  A Non-U.S. Holder generally will not be subject to backup withholding or information reporting on any payments received upon the sale of such Holder’s Notes provided that the Non-U.S. Holder properly completes a W-8 BEN or W-8 ECI, as applicable.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE OFFER TO PURCHASE.

Fees and Expenses; Solicitations.

Directors, officers and regular employees of either the Company or its affiliates (who will not be specifically compensated for such services) and the paying agent or the information agent may contact Holders of the Notes by mail, telephone, or facsimile regarding the Offer and may request brokers, dealers, trust companies and other nominees to forward this Offer to Purchase to beneficial owners of the Notes.  We will reimburse brokers, dealers, trust companies and other nominees who forward this Offer to Purchase to beneficial owners of the Notes for customary mailing and handling expenses incurred by them in forwarding the offer materials to their customers.

We will pay the paying agent and the information agent reasonable and customary fees for their services and reimburse them for their reasonable out-of-pocket expenses in connection therewith.  We expect that the aggregate fees and expenses in connection with fees, services and the payment of expenses will not exceed $25,000.  Other than in connection with the foregoing, we will not pay any fees or commissions to any broker, dealer or other person for soliciting or making recommendations with respect to tenders of Notes pursuant to the Offer.

January 10, 2008                                                                                                                                 Andrew Corporation

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THE PAYING AGENT FOR THE OFFER IS:

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

(312) 827-8545

To Contact by Registered or Certified Mail:	To Contact By Hand or Overnight Delivery:
The Bank of New York Trust Company, N.A.	The Bank of New York Trust Company, N.A.
2 N. LaSalle Street, Suite 1020	2 N. LaSalle Street, Suite 1020
Chicago, Illinois 60602	Chicago, Illinois 60602

Any requests for assistance or additional copies of this Offer to Purchase and any other documents related to the Offer may be directed to the Information Agent at the telephone numbers and address set forth below.  A Holder may also contact such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

THE INFORMATION AGENT FOR THE OFFER IS:

GEORGESON

199 Water Street, 26th Floor

New York, NY 10038-3560

Banks and Brokers Call (212) 440-9800

All Others Call Toll Free (877) 386-8141

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EX-99.A5B

Exhibit (a)(5)(B)

            

For Immediate Release

CommScope, Inc.’s Indirect Wholly Owned Subsidiary, Andrew Corporation, Announces
Required Tender Offer for its 3¼% Convertible Subordinated Notes due 2013

_______________________________________________________________________

HICKORY, NC – January 10, 2008– CommScope, Inc. (NYSE:CTV) announced today that its indirect wholly-owned subsidiary, Andrew Corporation, has commenced an offer to repurchase any and all of Andrew’s 3¼ % Convertible Subordinated Notes due 2013.  The indenture governing the Notes requires Andrew to make the offer as a result of CommScope’s acquisition of Andrew, by way of merger, effective December 27, 2007.

Andrew is offering to purchase the Notes for cash at a purchase price of 100% of their principal amount.  If all of the outstanding Notes are tendered in the tender offer, the aggregate purchase price required to purchase the tendered Notes (and pay accrued interest) is estimated to be approximately $167 million.  The tender offer for the Notes will expire at 5:00 p.m., New York City time, on February 15, 2008, unless extended or earlier terminated. Holders may withdraw their tendered Notes at any time prior to the expiration time. On February 15, 2008, Andrew will make a semi-annual interest payment on the Notes to holders of record on February 1, 2008.  Andrew expects to fund the tender offer from cash advanced by CommScope, which will utilize its available cash on hand, and through borrowings under CommScope’s existing credit agreement.

As a result of the merger, each $1,000 principal amount of the Notes is now convertible at the option of the holder, on the terms and subject to the conditions of the indenture governing the Notes, into $986.15 in cash and 2.304159 shares of CommScope common stock, subject to adjustment from time to time and payments for fractional shares, as provided in the indenture; this represents a conversion price equal to the consideration payable to Andrew stockholders in the merger of (i) $13.50 in cash per share of Andrew common stock, multiplied by 73.0482, and (ii) 0.031543 shares of CommScope common stock, multiplied by 73.0482.  On January 9, 2008, the closing price of CommScope common stock on the New York Stock Exchange was $42.37 per share.

Neither CommScope nor Andrew’s Board of Directors, nor any other person makes any recommendation as to whether holders of Notes should choose to tender their Notes in the offer, and no one has been authorized to make such a recommendation.

This press release is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities with respect to the Notes. The offer to purchase will be only pursuant to, and the Notes may be tendered only in accordance with, the Notice of Designated Event and Offer to Purchase dated January 10, 2008.  Holders of Notes may obtain the Notice of Designated Event and Offer to Purchase from Georgeson which is the Information Agent for the offer - 199 Water Street, 26th Floor New York, NY 10038-3560. Banks and brokers call (212) 440-9800. All others call toll free (877) 386-8141.

HOLDERS OF NOTES AND OTHER INTERESTED PARTIES ARE URGED TO READ ANDREW’S NOTICE OF DESIGNATED EVENT AND OFFER TO PURCHASE AND OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANDREW AND THE OFFER.

Materials filed with the SEC will be available electronically without charge at the SEC’s website, www.sec.gov. Documents filed with the SEC may be obtained without charge at CommScope’s website, www.commscope.com, or by calling CommScope’s investor relations department at 1-828-323-4848.

About CommScope

CommScope, Inc. (NYSE: CTV - www.commscope.com) is a world leader in infrastructure solutions for communication networks. Through its Andrew Wireless Solutions(R) brand, it is a global leader in radio frequency subsystem solutions for wireless networks. Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R) Solutions brands CommScope is the global leader in structured cabling systems for business enterprise applications. It is also the premier manufacturer of coaxial cable for broadband cable television networks and one of the leading North American providers of environmentally secure cabinets for DSL and FTTN applications.

Backed by strong research and development, CommScope combines technical expertise and proprietary technology with global manufacturing capability to provide customers with infrastructure solutions for evolving global communications networks in more than 130 countries around the world.

Forward-Looking Statements

This document contains forward-looking statements regarding CommScope and Andrew. Statements made in the future tense, and statements using words such as "intend," "goal," "estimate," "expect," "expectations," "project," "projections," "plans," "anticipates," "believe," "think," "confident" and "scheduled" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond the control of CommScope and Andrew.  These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered.  Relevant risks and uncertainties relating to the merger include, but are not limited to: the anticipated benefits and synergies of the merger may not be realized as quickly as anticipated or at all; the integration of Andrew's operations with CommScope could be materially delayed or may be more costly or difficult than expected; legal proceedings may be commenced by or against CommScope or Andrew.  For a more complete description of factors that could cause such a difference, as well as risks and uncertainties generally applicable to CommScope and Andrew, please see CommScope's filings with the SEC, which are available on CommScope's website or at www.sec.gov, and Andrew's filings with the SEC, which are available at www.sec.gov.  In providing forward-looking statements, neither CommScope nor Andrew intends, and neither undertakes any duty or obligation, to update these statements as a result of new information, future events or otherwise.

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EX-99.D3

Exhibit (d)(3)

REGISTRATION RIGHTS AGREEMENT

DATED AS OF AUGUST 8, 2003

AMONG

ANDREW CORPORATION

AND

MORGAN STANLEY & CO. INCORPORATED,

BANC OF AMERICA SECURITIES LLC

AND

CITIGROUP GLOBAL MARKETS INC.,

AS REPRESENTATIVES OF THE INITIAL PURCHASERS

REGISTRATION RIGHTS AGREEMENT dated as of August 8, 2003 among Andrew Corporation, a Delaware corporation (the “COMPANY”), and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers listed on Schedule I (the “INITIAL PURCHASERS”) to the Purchase Agreement dated August 5, 2003 (the “PURCHASE AGREEMENT”) with the Company.  In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

The Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Securities (as defined herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon conversion of the Securities (each of the foregoing a “HOLDER” and together the “HOLDERS”), as follows:

Section 1. DEFINITIONS. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“ADDITIONAL INTEREST AMOUNT” has the meaning set forth in Section 2(e) hereof.

“AFFILIATE” means with respect to any specified person, an “affiliate,” as defined in Rule 144, of such person.

“AMENDMENT EFFECTIVENESS DEADLINE” has the meaning set forth in Section 2(d) hereof.

“BUSINESS DAY” means any day, except a Saturday, Sunday or legal holiday on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

“COMMON STOCK” means the shares of common stock, $0.01 par value per share, of the Company, together with the Rights evidenced by such common stock to the extent provided in the Rights Agreement, and any other shares of common stock as may constitute “Common Stock” for purposes of the Indenture, including the Underlying Common Stock.

“CONVERSION PRICE” has the meaning assigned such term in the Indenture.

“DEFERRAL NOTICE” has the meaning set forth in Section 3(h) hereof.

“DEFERRAL PERIOD” has the meaning set forth in Section 3(h) hereof.

“EFFECTIVENESS DEADLINE” has the meaning set forth in Section 2(a) hereof.

“EFFECTIVENESS PERIOD” means the period commencing on the first date that a Shelf Registration Statement is declared effective under the Securities Act hereof and ending on the date that all Securities and the Underlying Common Stock have ceased to be Registrable Securities.

“EVENT” has the meaning set forth in Section 2(e) hereof.

“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“FILING DEADLINE” has the meaning set forth in Section 2(a) hereof.

“HOLDER” has the meaning set forth in the second paragraph of this Agreement.

“INDENTURE” means the Indenture, dated as of August 8, 2003, between the Company and BNY Midwest Trust Company, as trustee, pursuant to which the Securities are being issued.

“INITIAL PURCHASERS” means the Initial Purchasers named in Schedule I to the Purchase Agreement.

“INTEREST PAYMENT DATE” means each February 15 and August 15.

“ISSUE DATE” means the first date of original issuance of the Securities.

“LIQUIDATED DAMAGES AMOUNT” has the meaning set forth in Section 2(e) hereof.

“MATERIAL EVENT” has the meaning set forth in Section 3(h) hereof.

“NOTICE AND QUESTIONNAIRE” means a written notice delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum of the Company dated August 5, 2003 relating to the Securities.

“NOTICE HOLDER” means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date.

“PURCHASE AGREEMENT” has the meaning set forth in the preamble hereof.

“PROSPECTUS” means a prospectus relating to a Shelf Registration Statement, as amended or supplemented, and all materials incorporated by reference in such Prospectus.

“RECORD HOLDER” means with respect to any Interest Payment Date relating to any Securities or Underlying Common Stock as to which any Additional Interest Amount or Liquidated Damages Amount has accrued, the registered holder of such Security or Underlying Common Stock on the February 1 or August 1 immediately preceding the Interest Payment Date.

“REGISTRABLE SECURITIES” means the Securities until such Securities have been converted into or exchanged for the Underlying Common Stock and, at all times subsequent to any such conversion, the Underlying Common Stock and any securities into or for which such Underlying Common Stock has been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event until, in the case of any such security, (A) the earliest of (i) its effective registration under the Securities Act and resale in accordance with a Shelf Registration Statement, (ii) expiration of the holding period that would be applicable thereto under Rule 144(k) or (iii) its sale to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act, and (B) as a result of the event or circumstance described in any of the foregoing clauses (i) through (iii), the legend with respect to transfer restrictions required under the Indenture is removed or removable in accordance with the terms of the Indenture or such legend, as the case may be.

“REGISTRATION DEFAULT PERIOD” has the meaning set forth in Section 2(e) hereof.

“RIGHTS AGREEMENT” means the Stockholder Rights Agreement dated November 14, 1996 between the Company and Harris Trust and Savings Bank, as rights agent.

“RULE 144” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“RULE 144A” means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“SEC” means the Securities and Exchange Commission.

“SECURITIES” means the 3 1/4% Convertible Subordinated Notes Due 2013 of the Company to be purchased pursuant to the Purchase Agreement, including any Securities purchased by the Initial Purchasers upon exercise of their option to purchase additional Securities.

“SECURITIES ACT” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

“SHELF REGISTRATION STATEMENT” has the meaning set forth in Section 2(a) hereof, including amendments to such registration statement, all exhibits and all materials incorporated by reference in such registration statement.

“SPECIAL COUNSEL” means Davis Polk & Wardwell or one such other successor counsel as shall be specified by the Holders of a majority of the Registrable Securities, but which may, with the written consent of the Initial Purchasers (which shall not be unreasonably withheld), be another nationally recognized law firm experienced in securities law matters designated by the Company. For purposes of determining Holders of a majority of the Registrable Securities in this definition, Holders of Securities shall be deemed to be the Holders of the number of shares of Underlying Common Stock into which such Securities are or would be convertible as of the date the consent is requested.

“TRUSTEE” means BNY Midwest Trust Company, the Trustee under the Indenture.

“UNDERLYING COMMON STOCK” means the Common Stock into which the Securities are convertible or issued upon any such conversion.

Section 2. SHELF REGISTRATION. (a)  The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the “FILING DEADLINE”) 90 days after the Issue Date, a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders of the Registrable Securities (a “SHELF REGISTRATION STATEMENT”). The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of the Registrable Securities for resale by the Holders in accordance with the methods of distribution elected by the Holders and set forth in the Shelf Registration Statement. The Company shall use its best efforts to cause a Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the “EFFECTIVENESS DEADLINE”) that is 180 days after the Issue Date, and to keep a Shelf Registration Statement continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten Business Days prior to the initial Shelf Registration Statement is declared effective shall be named as a selling securityholder in the initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver the Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company’s security holders (other than the Holders) shall have the right to include any of the Company’s securities in a Shelf Registration Statement.

(b)            If a Shelf Registration Statement covering resales of the Registrable Securities ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement so that all Registrable Securities outstanding as of the date of such filing are covered by a Shelf Registration Statement. If a new Shelf Registration Statement is filed, the Company shall use its best efforts to cause the new Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep the new Shelf Registration Statement continuously effective until the end of the Effectiveness Period.

(c)            The Company shall amend and supplement the Prospectus and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or file a new Shelf Registration Statement, if required by the Securities Act, or any other documents necessary to name a Notice Holder as a selling securityholder pursuant to Section 2(d) below.

(d)            Each Holder may sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus only in accordance with this Section 2 (d) and Section 3 (h) . Each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus shall deliver a Notice and Questionnaire to the Company at least three Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) 15 Business Days after such date or (y) five Business Days after the expiration of any Deferral Period in effect when the Notice and Questionnaire is delivered or put into effect within 15 Business Days of such delivery date:

(i)            if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file a new Shelf Registration Statement or any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in a Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to a Shelf Registration Statement or shall file a new Shelf Registration Statement, the Company shall use its best efforts to cause such post-effective amendment or new Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “AMENDMENT EFFECTIVENESS DEADLINE”) that is 45 days after the date such post-effective amendment or new Shelf Registration Statement is required by this clause to be filed;

(ii)            provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and

(iii)            notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any new Shelf Registration Statement or post-effective amendment filed pursuant to Section 2(d)(i);

PROVIDED that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(h). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline shall be extended by up to ten Business Days from the expiration of a Deferral Period.

(e)            The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if:

(i)            a Shelf Registration Statement has not been filed on or prior to the Filing Deadline,

(ii)            a Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline,

(iii)            the Company has failed to perform its obligations set forth in Section 2(d)(i) within the time period required therein,

(iv)            a new Shelf Registration Statement or a post-effective amendment to a Shelf Registration Statement filed pursuant to Section 2(d)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline,

(v)            the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof, or

(vi)            the number of Deferral Periods in any period exceeds the number permitted in respect of such period pursuant to Section 3(h) hereof.

Each event described in any of the foregoing clauses (i) through (vi) is individually referred to herein as an “EVENT.” For purposes of this Agreement, each Event set forth above shall begin and end on the dates set forth in the table set forth below:

Type of Event by Clause	Beginning Date	Ending Date
(i)	Filing Deadline	the date a Shelf Registration Statement is filed
(ii)	Effectiveness Deadline	the date a Shelf Registration Statement becomes effective under the Securities Act
(iii)	the date by which the Company is required to perform its obligations under Section 2(d)(i)	the date the Company performs its obligations set forth in Section 2(d)(i)
(iv)	the Amendment Effectiveness Deadline	the date the applicable post-effective amendment to a Shelf Registration Statement or a new Shelf Registration Statement becomes effective under the Securities Act
(v)	the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(h)	termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods to be exceeded
(vi)	the date of commencement of a Deferral Period that causes the number of Deferral Periods to exceed the number permitted by Section 3(h)	termination of the Deferral Period that caused the number of Deferral Periods to exceed the number permitted by Section 3(h)

For purposes of this Agreement, Events shall begin on the dates set forth in the table above and shall continue until the ending dates set forth in the table above.

Commencing on (and including) any date that an Event has begun and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a “REGISTRATION DEFAULT PERIOD”), the Company shall pay to Record Holders of Registrable Securities in respect of each day in the Registration Default Period, (i) additional interest in respect of any Security, at a rate per annum equal to 0.5% of the aggregate principal amount of such Security (the “ADDITIONAL INTEREST AMOUNT”) and (ii) liquidated damages in respect of each share of Underlying Common Stock at a rate per annum equal to 0.5% on the Conversion Price on such date (the “LIQUIDATED DAMAGES AMOUNT”), as the case may be; PROVIDED that in the case of a Registration Default Period that is in effect solely as a result of an Event of the type described in clause (iii) or (iv) of the preceding paragraph, such Additional Interest Amount or Liquidated Damages Amount, as applicable, shall be paid only to the Holders (as set forth in the succeeding paragraph) that have delivered Notices and Questionnaires that caused the Company to incur the obligations set forth in Section 2(d) the non-performance of which is the basis of such Event. In calculating the Liquidated Damages Amount on shares of Underlying Common Stock on any date on which no Securities are outstanding, the Conversion Price used shall be based on the Conversion Price that would be in effect if the Securities were still outstanding. Notwithstanding the foregoing, no Additional Interest Amount or Liquidated Damages Amount shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Additional Interest Amount or the Liquidated Damages Amount, as applicable, with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events.

The Additional Interest Amount or the Liquidated Damages Amount, as applicable, shall accrue from the first day of the applicable Registration Default Period, and shall be payable on each Interest Payment Date during the Registration Default Period (and on the Interest Payment Date next succeeding the end of the Registration Default Period if the Registration Default Period does not end on a Interest Payment Date) to the Record Holders of the Registrable Securities entitled thereto; PROVIDED that any Additional Interest Amount or Liquidated Damages Amount, as applicable, accrued with respect to any Security or portion thereof redeemed by the Company on a redemption date, purchased by the Company on a repurchase date or converted into Underlying Common Stock on a conversion date prior to the Interest Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Security or portion thereof for redemption, purchase or conversion on the applicable redemption date, repurchase date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion), unless the redemption date or the repurchase date, as the case may be, falls after February 1 or August 1 and on or prior to the corresponding Interest Payment Date; and PROVIDED FURTHER, that, in the case of an Event of the type described in clause (iii) or (iv) of the first paragraph of this Section 2(e) such Additional Interest Amount or Liquidated Damages Amount shall be paid only to the Holders entitled thereto by check mailed to the address set forth in the Notice and Questionnaire delivered by such Holder. The Trustee shall be entitled, on behalf of registered holders of Securities or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, including for the payment of such Additional Interest Amount or Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which additional interest or liquidated damages are expressly provided shall be such additional interest or liquidated damages. Nothing shall preclude any Holder from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement.

All of the Company’s obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)).

The parties hereto agree that the additional interest or liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

Section 3. REGISTRATION PROCEDURES. In connection with the registration obligations of the Company under Section 2 hereof, the Company shall:

(a)            Before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, furnish to the Initial Purchasers and the Special Counsel of such offering, if any, copies of all such documents proposed to be filed at least three Business Days prior to the filing of such Shelf Registration Statement or amendment thereto or Prospectus or supplement thereto.

(b)            Subject to Section 3(h) prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective during the Effectiveness Period; cause the related Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use its best efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Shelf Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented.

(c)            As promptly as practicable give notice to the Notice Holders, the Initial Purchasers and the Special Counsel, (i) when any Prospectus, prospectus supplement, Shelf Registration Statement or post-effective amendment to a Shelf Registration Statement has been filed with the SEC and, with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared effective, (ii) of any request, following the effectiveness of the initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of, but not the nature of or details concerning, a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(h)) state that it constitutes a Deferral Notice, in which event the provisions of Section 3(h) shall apply.

(d)            Use its best efforts to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide immediate notice to each Notice Holder and the Initial Purchasers of the withdrawal of any such order.

(e)            As promptly as practicable furnish to each Notice Holder, the Special Counsel and the Initial Purchasers, upon request and without charge, at least one conformed copy of each Shelf Registration Statement and any amendment thereto, including exhibits and all documents incorporated or deemed to be incorporated therein by reference.

(f)            During the Effectiveness Period, deliver to each Notice Holder, the Special Counsel, if any, and the Initial Purchasers, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder may reasonably request; and the Company hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein.

(g)            Prior to any public offering of the Registrable Securities pursuant to a Shelf Registration Statement, use its best efforts to register or qualify or cooperate with the Notice Holders and the Special Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to a Shelf Registration Statement, use its best efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the Shelf Registration Statement and the related Prospectus; PROVIDED that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject.

(h)            Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of a Shelf Registration Statement or the initiation of proceedings with respect to a Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a “MATERIAL EVENT”) as a result of which a Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus:

(i)            in the case of clause (B) above, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, use its best efforts to cause it to be declared effective as promptly as is practicable, and

(ii)            give notice to the Notice Holders, and the Special Counsel, if any, that the availability of a Shelf Registration Statement is suspended (a “DEFERRAL NOTICE”).

The Company will use its best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the case of clause (C) above, as soon as in the reasonable discretion of the Company, such suspension is no longer appropriate. The Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability of a Shelf Registration Statement or any Prospectus, without incurring or accruing any obligation to pay additional interest or liquidated damages pursuant to Section 2(e), no more than once in any three month period or three times in any twelve month period, and any such period during which the availability of the Shelf Registration Statement and any Prospectus is suspended (the “DEFERRAL PERIOD”) shall, without incurring any obligation to pay additional interest or liquidated damages pursuant to Section 2(e), not exceed 30 days; PROVIDED that the aggregate duration of any Deferral Periods shall not exceed 30 days in any three month period (or 60 days in any three month period in the event of a Material Event pursuant to which the Company has delivered a second notice as required below) or 90 days in any 12 month period; PROVIDED that in the case of a Material Event relating to an acquisition or a probable acquisition or financing, recapitalization, business combination or other similar transaction, the Company may, without incurring any obligation to pay additional interest or liquidated damages pursuant to Section 2(e), deliver to Notice Holders a second notice to the effect set forth above, which shall have the effect of extending the Deferral Period by up to an additional 30 days, or such shorter period of time as is specified in such second notice.

(i)             If requested in writing in connection with a disposition of Registrable Securities pursuant to a Shelf Registration Statement, make reasonably available for inspection during normal business hours by a representative for the Notice Holders of such Registrable Securities, any broker-dealers, attorneys and accountants retained by such Notice Holders, and any attorneys or other agents retained by a broker-dealer engaged by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make reasonably available for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representative for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations; PROVIDED that such persons shall first agree in writing with the Company that any non-public information shall be used solely for the purposes of satisfying “due diligence” obligations under the Securities Act and exercising rights under this Agreement and shall be kept confidential by such persons, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) in the opinion of Special Counsel, disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement, and PROVIDED FURTHER that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the Special Counsel. Any person legally compelled to disclose any such confidential information made available for inspection shall provide the Company with prompt prior written notice of such requirement so that the Company may seek a protective order or other appropriate remedy.

(j)            Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) for a 12-month period commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall be made available no later than 45 days after the end of the 12-month period or 90 days if the 12-month period coincides with the fiscal year of the Company.

(k)           Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold or to be sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least one Business Day prior to any sale of such Registrable Securities.

(l)            Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with printed certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company.

(m)          Cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc.

(n)Upon (i) the filing of the initial Shelf Registration Statement and (ii) the effectiveness of the initial Shelf Registration Statement, announce the same, in each case by release to Reuters Economic Services and Bloomberg Business News.

Section 4. HOLDER’S OBLIGATIONS. (a)  Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.

(b)            Upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to any Shelf Registration Statement until such Notice Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 3(h)(i), or until it is advised in writing by the Company that the Prospectus may be used.

Section 5. REGISTRATION EXPENSES. The Company shall bear all fees and expenses incurred in connection with the performance by the Company of its obligations under Sections 2 and 3 of this Agreement whether or not any Shelf Registration Statement is declared effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with the National Association of Securities Dealers, Inc. and (y) of compliance with federal and state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of the Special Counsel in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as Notice Holders of a majority of the Registrable Securities being sold pursuant to a Shelf Registration Statement may designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company in connection with any Shelf Registration Statement, (v) reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock, (vi) Securities Act liability insurance obtained by the Company in its sole discretion and (vii) the fees and disbursements of Special Counsel. In addition, the Company shall pay the internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing by the Company of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the Company. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay any broker’s commission, agency fee or underwriter’s discount or commission in connection with the sale of the Registrable Securities under a Shelf Registration Statement.

Section 6. INDEMNIFICATION AND CONTRIBUTION.

(a)            INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold harmless each Notice Holder, each person, if any, who controls any Notice Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Notice Holder within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or any amendment thereof, any preliminary prospectus or any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Holder furnished to the Company in writing by such Holder expressly for use therein; PROVIDED that the foregoing indemnity shall not inure to the benefit of any Holder (or to the benefit of any person controlling such Holder) from whom the person asserting such losses, claims or liabilities purchased the Registrable Securities, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder to such person, if required by law so to have been delivered at or prior to the written confirmation of the sale of the Registrable Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 2(c) hereof.

(b)            INDEMNIFICATION BY HOLDERS. Each Holder agrees severally and not jointly to indemnify and hold harmless the Company and its directors, its officers and each person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) or any other Holder, to the same extent as the foregoing indemnity from the Company to such Holder, but only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in such Shelf Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation.

(c)            CONDUCT OF INDEMNIFICATION PROCEEDINGS. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 6(a) or 6(b) hereof, such person (the “INDEMNIFIED PARTY”) shall promptly notify the person against whom such indemnity may be sought (the “INDEMNIFYING PARTY”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by, in the case of parties indemnified pursuant to Section 6(a), the Holders of a majority (with Holders of Securities deemed to be the Holders, for purposes of determining such majority, of the number of shares of Underlying Common Stock into which such Securities are or would be convertible as of the date on which such designation is made) of the Registrable Securities covered by the Shelf Registration Statement held by Holders that are indemnified parties pursuant to Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b), the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(d)            CONTRIBUTION. To the extent that the indemnification provided for in Section 6(a) or 6(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company shall be deemed to be equal to the total net proceeds from the initial placement pursuant to the Purchase Agreement (before deducting expenses) of the Registrable Securities to which such losses, claims, damages or liabilities relate. The relative benefits received by any Holder shall be deemed to be equal to the value of receiving registration rights under this Agreement for the Registrable Securities. The relative fault of the Holders on the one hand and the Company on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Holders or by the Company, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to contribute pursuant to this Section 6(d) are several in proportion to the respective number of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by PRO RATA allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding this Section 6(d), no indemnifying party that is a selling Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by it and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e)            The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at law or in equity, hereunder, under the Purchase Agreement or otherwise.

(f)            The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder, any person controlling any Holder or any affiliate of any Holder or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) the sale of any Registrable Securities by any Holder.

Section 7. INFORMATION REQUIREMENTS. The Company covenants that, if at any time before the end of the Effectiveness Period, the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under the Exchange Act.

Section 8. MISCELLANEOUS.

(a)            NO CONFLICTING AGREEMENTS. The Company is not, as of the date hereof, a party to, nor shall it, on or after the date of this Agreement, enter into, any agreement with respect to its securities that conflicts with the rights granted to the Holders in this Agreement. The Company represents and warrants that the rights granted to the Holders hereunder do not in any way conflict with the rights granted to the holders of the Company’s securities under any other agreements.

(b)            AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a majority of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Securities deemed to be the Holders, for purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such Securities are or would be convertible as of the date on which such consent is requested). Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Shelf Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Shelf Registration Statement; PROVIDED that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence. Notwithstanding the foregoing sentence, this Agreement may be amended by written agreement signed by the Company and the Initial Purchasers, without the consent of the Holders of Registrable Securities, to cure any ambiguity or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision contained herein, or to make such other provisions in regard to matters or questions arising under this Agreement that shall not adversely affect the interests of the Holders of Registrable Securities. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 8(b) whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder.

(c)            NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by telecopier, by courier or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows:

(i)            if to a Holder, at the most current address given by such Holder to the Company in a Notice and Questionnaire or any amendment thereto;

(ii)            if to the Company, to:

Andrew Corporation

10500 West 153rd Street

Orland Park, Illinois 60462

Attention: Secretary

Telecopy No.: (708) 873-2571

with a copy to:

Gardner Carton & Douglas LLC

191 N. Wacker Drive, Suite 3700

Chicago, Illinois 60606-1698

Attention: Dewey B. Crawford

Telecopy No.: (312) 569-3111

(iii)            if to the Initial Purchasers, to:

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York

Attention: Equity Capital Markets

Telecopy No.: (212) 761-0538

Banc of America Securities LLC

9 W. 57th Street

New York, New York

Attention: Derek Dillon or Alexis Carillo, Capital Markets

Telecopy No.: (212) 933-2217

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attention: General Counsel

Telecopy No.: (212) 816 7912

or to such other address as such person may have furnished to the other persons identified in this Section 8(c) in writing in accordance herewith.

(d)            APPROVAL OF HOLDERS. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(e)            SUCCESSORS AND ASSIGNS. Any person who purchases any Registrable Securities from the Initial Purchasers shall be deemed, for purposes of this Agreement, to be an assignee of the Initial Purchasers. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Securities, PROVIDED that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such person shall be entitled to receive the benefits hereof.

(f)            COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be original and all of which taken together shall constitute one and the same agreement.

(g)            HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h)            GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(i)            SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

(j)            ENTIRE AGREEMENT. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement. In no event will such methods of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company.

(k)            TERMINATION. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to make payments of and provide for additional interest or liquidated damages under Section 2(e) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ANDREW CORPORATION
By:	/s/ M. Jeffrey Gittelman
	Name:   M. Jeffrey Gittleman
	Title:     Vice President & Treasurer

Confirmed and accepted as of
the date first above written, severally
and as representatives of the several Initial Purchasers:

MORGAN STANLEY & CO. INCORPORATED
By:	/s/ Joseph P. Coleman
	Name:   Joseph P. Coleman
	Title:     Managing Director

BANC OF AMERICA SECURITIES LLC
By:	/s/ Derek Dillon
	Name:   Derek Dillon
	Title:     Managing Director

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Douglas B. Wendell
	Name:   Douglas B. Wendell
	Title:     Vice President