S-3

QuickLinks -- Click here to rapidly navigate through this document

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2003

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

ANDREW CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 36-2092797
(IRS Employer
Identification No.)

10500 West 153^rd Street
Orland Park, Illinois 60462
Telephone: (708) 349-3300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)

James F. Petelle
Vice President, Law
10500 West 153^rd Street
Orland Park, Illinois 60462
Telephone: (708) 349-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Dewey B. Crawford
Gardner Carton & Douglas LLP
191 N. Wacker Drive, Suite 3700
Chicago, Illinois 60606

        Approximate date of commencement of proposed sale to the public:    At such time or times after the effective date of this registration statement as the selling securityholders shall determine.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
31/4% Convertible Subordinated Notes Due August 15, 2013	$240,000,000	100%	$240,000,000	$19,416
Common Stock, par value $0.01 per share(1)	17,531,568(3)	—	—	(4)

(1)

Includes associated common stock purchase rights to purchase one share of Andrew Corporation common stock that will not be exercisable or evidenced separately from the common stock prior to the occurrence of certain events.

(2)

Estimated solely for purposes of determining the amount of the registration fee, in accordance with Rule 457(o) under the Securities Act of 1933, as amended, exclusive of accrued interest, if any.

(3)

Represents the number of shares of our common stock, par value $0.01 per share, issuable upon conversion of the 3.25% convertible subordinated notes due August 15, 2013 at an initial conversion price of approximately $13.69 per share. The notes are convertible into 73.0482 shares of our common stock per each $1,000 principal amount of notes, subject to adjustments in certain circumstances. Pursuant to Rule 416 under the Securities Act of 1933, as amended, we are also registering an indeterminable number of shares of common stock as may be issuable from time to time upon conversion of the notes as a result of stock splits, stock dividends or similar transactions.

(4)

Pursuant to Rule 457(i), there is no additional filing fee with respect to the shares of common stock issuable upon conversion of the notes because no additional consideration will be received by the registrant.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Dated October 28, 2003

Prospectus

Andrew Corporation

$240,000,000 3¹/4% Convertible Subordinated Notes Due August 15, 2013 and 17,531,568 Shares of Common Stock Issuable Upon Conversion of the Notes

        On August 8, 2003, we issued and sold $200,000,000 of 3¹/4% convertible subordinated notes due August 15, 2013 in a private placement in reliance on an exemption from registration under the Securities Act of 1933, as amended. On August 18, 2003, we issued $40,000,000 of the notes in connection with the exercise in full by the initial purchasers of the notes of their option to purchase additional notes. The initial purchasers of the notes in those offerings resold the notes in offerings in reliance on an exemption from registration under Rule 144A of the Securities Act. This prospectus may be used by the selling securityholders to resell their notes and the common stock issuable upon conversion of their notes.

        The notes will mature on August 15, 2013, unless earlier converted, redeemed or repurchased. We will pay interest on the notes on February 15 and August 15 of each year. The first interest payment will be made on February 15, 2004.

        You may convert the notes into shares of our common stock at a conversion rate of 73.0482 shares per $1,000 principal amount of notes, subject to adjustment, before the close of business on August 15, 2013 only under the following circumstances: (1) during any fiscal quarter commencing after September 30, 2003, if the closing sale price of our common stock exceeds 120% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the notes for each day of that period was less than 98% of the product of the closing sale price of our common stock and the number of shares of common stock issuable upon conversion of $1,000 principal amount of the notes; (3) if the notes have been called for redemption; or (4) upon the occurrence of certain specified corporate transactions.

        On or after August 20, 2008, we may redeem any of the notes at a redemption price of 100% of the principal amount, plus accrued and unpaid interest. You may require us to repurchase the notes at a repurchase price of 100% of the principal amount of the notes plus accrued and unpaid interest on August 15, 2008 or at any time prior to maturity following a designated event as defined herein.

        The notes are subordinated in right of payment to all our existing and future senior indebtedness and are effectively subordinated to all indebtedness and liabilities of our subsidiaries.

        The notes are evidenced by global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company, or DTC. Except as described in this prospectus, beneficial interests in the global notes are shown on, and transfers thereof are effected only through, records maintained by DTC and its direct and indirect participants.

        For a more detailed description of the notes, see "Description of Notes" beginning on page 15.

        The notes are traded in the Private Offerings, Resales and Trading through Automatic Linkages Market, commonly referred to as the PORTAL Market. The notes sold using this prospectus, however, will no longer be eligible for trading in the PORTAL Market. We do not intend to list the notes on any other national securities exchange or automated quotation system. The selling securityholders may offer the notes or the common stock into which the notes are convertible, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices. In addition, the common stock may be offered from time to time through ordinary brokerage transactions. See "Plan of Distribution."

        Our common stock is traded on the NASDAQ National Market under the symbol "ANDW." On October 24, 2003, the reported last sale price of our common stock on the NASDAQ was $12.43 per share.

Investing in the notes or the common stock issuable upon their conversion involves risks. See "Risk Factors" beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2003.

Table of Contents

	Page
Special Note About Forward-Looking Statements	1
Prospectus Summary	2
Risk Factors	6
Use of Proceeds	15
Description of Notes	15
Description of Capital Stock	31
U.S. Federal Tax Considerations	34
Selling Securityholders	40
Plan of Distribution	45
Legal Matters	47
Experts	47
Where You Can Find More Information	47

        As used in this prospectus, the terms "Andrew Corporation," "Andrew," "the company," "the combined company," "we," "our," "ours" and "us" refer to Andrew Corporation and its subsidiaries as a combined entity, except in the "Description of Notes," "Description of Capital Stock," "Plan of Distribution" and in other places where it is clear that the terms mean only Andrew Corporation. References to "Allen" means Allen Telecom Inc.

        You should rely only on the information contained or incorporated by reference into this prospectus or in any prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provided you with different or inconsistent information, you should not rely on it. The selling securityholders are not making an offer of the securities to be sold under this prospectus in any jurisdictions where the offers or sales are not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date hereof.

i

Special Note About Forward-Looking Statements

        This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, that if they materialize, as well as assumptions, that if they prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any projections of earnings, revenues, synergies, accretion, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans; any estimates of cost savings relating to our restructuring or our merger with Allen Telecom Inc.; any statements concerning proposed new products, services, developments or industry rankings; any statements regarding the cost and outcome of litigation; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

        The risks, uncertainties and assumptions referred to above include the challenges of integration and restructuring associated with the Allen merger and the challenges of achieving anticipated cost savings and synergies and other risks that are described in the section of this prospectus entitled "Risk Factors" and in the documents that are incorporated by reference into this prospectus. If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, our results could differ materially from the expectations in these statements. We are not under any obligation and do not intend to update our forward-looking statements. We caution that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the impact, if any, of these new risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

1

Prospectus Summary

This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that may be important to you. You should read carefully this entire prospectus, including the "Risk Factors" section, and the other documents we refer to and incorporate by reference herein. In particular, we incorporate important business and financial information in this prospectus by reference.

Andrew Corporation

        We believe that Andrew is the largest global supplier of communications products and systems to the wireless subsystems infrastructure market. We have the ability to provide total customer solutions, including virtually all components of a wireless base station that are currently outsourced by major network builders or operators, to better meet the evolving performance and cost efficiency requirements of our customers who benefit from the availability of one-stop shopping for all of their wireless infrastructure needs. We believe that we offer the broadest line of products to carriers and original equipment manufacturers, or OEMs. We also are a leading global supplier to worldwide commercial, industrial and governmental customers in the fixed-line telecommunications and broadcast markets.

        We are the leading global supplier of coaxial cables, terrestrial microwave antennas, network geolocation solutions, repeaters and in-building solutions and we are the second leading merchant provider of power amplifiers, filters and base station antennas. Our diverse product offerings also include connectors, cable assemblies and accessories, microwave antennas and products for point-to-point communication systems, television broadcasting antennas, special purpose antennas for commercial and government use, antennas and earth stations for satellite communication systems, cellular antenna products, global positioning system antennas and products, radar system components, duplexers, combiners, microwave radios, multi-band optical repeater systems, low power fiber optic and cable distributed antenna systems for indoor coverage systems, measurement and signal processing systems for testing the performance of a wireless network, and program management and network planning services, as well as the engineering, development and installation of wireless networks worldwide.

        In July 2003 we acquired Allen Telecom Inc., a global provider of wireless infrastructure equipment and services to many of the world's largest wireless communications carriers and OEMs. We now operate in over 36 countries and we expect to have approximately 7,000 employees after anticipated net headcount reductions. We expect to realize substantial synergies and cost savings as a result of the integration of Andrew and Allen. We anticipate that we will fully realize these synergies and cost savings at a rate of at least $52 million annually beginning by the end of the December 2004 quarter. This cost savings estimate is based upon expectations regarding facility closures, workforce rationalization and other considerations. We expect the cost savings to result primarily from consolidation of manufacturing facilities, elimination of duplicate corporate overhead functions, economies of scale in procurement and rationalization of the research and development and sales functions of the combined company.

Corporate Information

        Andrew was incorporated in 1987 under the laws of the State of Delaware as successor to an Illinois corporation organized in 1947. Originally founded as a partnership in 1937, our principal executive offices are located at 10500 West 153^rd Street, Orland Park, Illinois, 60462, which is approximately 25 miles southwest of downtown Chicago. The telephone number for the principal executive offices is (708) 349-3300.

2

This Offering

Issuer	Andrew Corporation, a Delaware corporation.
Notes	$240,000,000 principal amount of 31/4% Convertible Subordinated Notes due 2013.
Maturity Date	August 15, 2013.
Interest	31/4% per annum on the principal amount from August 8, 2003, payable semi-annually in arrears in cash on February 15 and August 15 of each year, beginning February 15, 2004.
Conversion	You may convert the notes into shares of our common stock, par value $0.01 per share, at a conversion rate of 73.0482 shares per $1,000 principal amount of notes (equal to a conversion price of approximately $13.69 per share), subject to adjustment, prior to the close of business on the final maturity date under any of the following circumstances:
	•	during any fiscal quarter commencing after September 30, 2003 and only during such fiscal quarter, if the closing sale price of our common stock exceeds 120% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; or
	•	during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of notes for each day of such measurement period was less than 98% of the product of the closing sale price of our common stock and the number of shares issuable upon conversion of $1,000 principal amount of the notes; or
	•	if the notes have been called for redemption; or
	•	upon the occurrence of specified corporate transactions described under "Description of Notes".
	As described in this prospectus, the conversion rate may be adjusted for certain reasons, including for any cash distribution in excess of $.01 per share in any twelve month period, but it will not be adjusted for accrued and unpaid interest. Except as otherwise described in this prospectus, you will not receive any payment representing accrued and unpaid interest upon conversion of a note; however, we will continue to pay liquidated damages, if any, on the common stock issued upon conversion thereof to the holder in accordance with the registration rights agreement. Notes called for redemption may be surrendered for conversion prior to the close of business on the business day immediately preceding the redemption date.

3

Subordination	The notes are subordinated to all of our existing and future senior indebtedness and are effectively subordinated to all debt and other liabilities of our subsidiaries. As of September 30, 2003, we had approximately $79.1 million of senior indebtedness outstanding and our subsidiaries had approximately $319.1 million of indebtedness and other liabilities outstanding. Under the indenture, we are not prohibited from incurring indebtedness, including senior indebtedness and our subsidiaries are not prohibited from incurring additional indebtedness or other liabilities.
Redemption	We may redeem any of the notes beginning August 20, 2008, by giving you at least 30 days' notice. We may redeem the notes either in whole or in part at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest, including additional interest, if any, to but excluding the redemption date.
Repurchase Upon a Designated Event	If a designated event (as described under "Description of Notes—Repurchase at Option of the Holder Upon a Designated Event") occurs prior to maturity, you may require us to repurchase all or part of your notes at a repurchase price equal to 100% of their principal amount, plus accrued and unpaid interest, including additional interest, if any, to but excluding the date of repurchase.
Repurchase at the Option of the Holder	You may require us to repurchase the notes on August 15, 2008 at a repurchase price equal to 100% of their principal amount, plus accrued and unpaid interest, including additional interest, if any, to but excluding the date of repurchase.
Use of Proceeds	We will not receive any of the proceeds of the sale by the selling securityholders of the notes or the common stock into which the notes may be converted.
Risk Factors	You should carefully consider all of the information contained or incorporated by reference in this prospectus prior to investing in the notes or the common stock issuable upon conversion of the notes. In particular, we urge you to carefully consider the information set forth under "Risk Factors" beginning on page 6 for a discussion of risks and uncertainties relating to us, our business and an investment in the notes or the common stock issuable upon conversion of the notes.
Listing and Trading	The notes are traded in the Private Offerings, Resales and Trading through Automatic Linkages Market, commonly referred to as the PORTAL Market. The notes sold using this prospectus, however, will no longer be eligible for trading on the PORTAL market. We do not intend to list the notes on any other national securities exchange or automated quotation system. Our common stock is listed on the NASDAQ National Market under the symbol "ANDW."

4

Ratio of Earnings to Fixed Charges

        The following table shows the ratio of earnings to fixed charges for us for the periods indicated:

	Year Ended September 30,						Nine Months Ended June 30,
	1998	1999	2000	2001	2002		2002	2003
Ratio of Earnings to Fixed Charges	19.0	7.0	12.0	9.9	2.5	(1)	7.0	3.6

(1)

Includes a $36 million fourth quarter restructuring charge.

        These ratios have been calculated by dividing income from continuing operations before income taxes, minority interests and loss from equity investments plus fixed charges by fixed charges. Fixed charges consist of interest expense and that portion of rental payments under operating leases we believe to be representative of interest.

5

Risk Factors

An investment in the notes involves a high degree of risk. You should carefully consider the risks described below, as well as the other information included or incorporated by reference in this prospectus, before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of the notes and our common stock could decline due to any of these risks, and you may lose all or part of your investment. In addition, please read "Special Note About Forward-Looking Statements" in this prospectus, where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere contained or incorporated by reference in this prospectus. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.

Risks Related to Andrew

Although we expect that our acquisition of Allen will result in benefits to the combined company, we may not realize those benefits because of integration and other challenges.

        We operate in a market environment that cannot be predicted and that involves significant risks, many of which are beyond our control. Our failure to meet the challenges involved in successfully integrating the operations of Andrew and Allen or to otherwise realize any of the anticipated benefits of the merger, including anticipated cost savings, could seriously harm our results of operations. Realizing the benefits of the merger will depend in part on the integration of technology, operations and personnel. The integration of the companies is a complex, time-consuming and expensive process that could significantly disrupt our business. The challenges involved in this integration include the following:

•

consolidating and rationalizing corporate information technology and administrative infrastructures;



•

consolidating and rationalizing manufacturing operations;



•

combining product offerings;



•

coordinating sales and marketing efforts to effectively communicate the capabilities of the combined company;



•

coordinating and rationalizing research and development activities to enhance introduction of new products and technologies with reduced cost;



•

preserving distribution, marketing or other important relationships of both Andrew and Allen and resolving potential conflicts that may arise;



•

minimizing the diversion of management attention from ongoing business concerns and successfully returning managers to regular business responsibilities from their integration planning activities;



•

demonstrating to employees that the business cultures of Andrew and Allen are compatible, maintaining employee morale and retaining key employees; and



•

coordinating and combining overseas operations, relationships and facilities, which may be subject to additional constraints imposed by local laws and regulations.

        Our management has limited experience integrating operations as substantial, geographically dispersed and decentralized as those of Allen. The combined company may not successfully integrate the operations of Andrew and Allen in a timely manner, or at all, and the combined company may not

6

realize the anticipated benefits or synergies of the merger to the extent, or in the timeframe, anticipated. The anticipated benefits and synergies relate to cost savings associated with anticipated restructurings and other operational efficiencies, greater economies of scale, and revenue enhancement opportunities. However, these anticipated benefits and synergies are based on projections and assumptions, not actual experience, and assume a successful integration. In addition to the integration risks discussed above, our ability to realize these benefits and synergies could be adversely impacted by practical or legal constraints on our ability to combine operations or implement workforce reductions and by risks relating to potential unknown liabilities of Allen.

        In addition, in September 2002, we announced a plan to restructure our manufacturing operations and discontinue several non-strategic businesses. Our efforts to successfully integrate the operations of Andrew and Allen may be made even more difficult by the diversion of management and other resources necessary to successfully complete this reorganization. Our management has limited experience in carrying out restructurings as substantial as this. Moreover, if our management is unsuccessful in carrying out our restructuring plans, we are unlikely to achieve expected cost savings, which would reduce our operating margins and income.

The continuing deterioration of the wireless infrastructure industry could lead to further reductions in capital spending budgets by wireless operators and original equipment manufacturers, which could further adversely affect our revenues, gross margins and income.

        Our revenues and gross margins will depend significantly on the overall demand for wireless infrastructure subsystems products. Reduced capital spending budgets by wireless operators and original equipment manufacturers caused by the ongoing economic downturn have led to continued soft demand for our products and services, which has resulted in, and may continue to result in, decreased revenues, earnings levels or growth rates. The global economy in general, and the wireless infrastructure market in particular, has weakened and market conditions continue to be challenging. As a result, individuals and companies are delaying or reducing expenditures, including those for wireless infrastructure products. We have observed effects of the global economic downturn in many areas of our business. We have experienced gross margin declines, reflecting the effect of competitive pricing pressures as well as charges associated with previously announced restructurings. In addition, the telecommunications industry has experienced significant consolidation, and this trend is expected to continue. It is possible that we and one or more of our competitors each supply products to the companies that have merged or will merge. This consolidation could result in further delays in purchasing decisions by merged companies or in us playing a decreased role in the supply of products to the merged companies. Further delays or reductions in wireless infrastructure spending could have a material adverse effect on demand for our products and services and, consequently, our results of operations, prospects and stock price.

Because we depend on two of our customers for a significant portion of our sales, our sales, operating margins and income would be adversely affected by any disruption of our relationship with those customers or any material adverse change in their businesses.

        We depend on Lucent Technologies and AT&T Wireless for a significant portion of our sales. Each of these customers accounts for more than 10% of our net sales. Any disruption of our relationships with Lucent or AT&T Wireless, including any adverse modification of our supply agreements with them or the unwillingness or inability of either of them to perform its obligations under its supply agreement, would adversely affect our sales and, as a result of under-absorption of fixed costs, operating margins and income. In addition, any material adverse change in the financial condition of Lucent or AT&T Wireless, or in expenditures by Lucent on RF power amplifiers or by AT&T Wireless on network geolocation products and services, would have similar adverse effects.

7

Our revenues and selling, general and administrative expenses may suffer if we cannot continue to enforce the intellectual property rights on which our business depends or if third parties assert that we violate their intellectual property rights.

        We generally rely upon patent, copyright, trademark and trade secret laws in the United States and similar laws in other countries, and agreements with our employees, customers, partners and other parties, to establish and maintain our intellectual property rights in technology and products used in our operations. However, any of our intellectual property rights could be challenged, invalidated or circumvented, or our intellectual property rights may not provide competitive advantages, which could significantly harm our business. Also, because of the rapid pace of technological change in the wireless industry, a portion of our business and our products may rely on key technologies developed by third parties, and we may not be able to obtain licenses and technologies from these third parties on reasonable terms or at all. Third parties also may claim that we are infringing upon their intellectual property rights. Even if we do not believe that our products or business are infringing upon third parties' intellectual property rights, the claims can be time-consuming and costly to defend and divert management's attention and resources away from our business. Claims of intellectual property infringement also might require us to enter into costly settlement or license agreements. If we cannot or do not license the infringed technology at all or on reasonable terms or substitute similar technology from another source, our sales, operating margins and income could suffer.

A competitor of the wireless geolocation business of our Allen subsidiary has sued Allen, alleging infringement of that competitor's patents.

        On December 11, 2001, a lawsuit was filed against Allen in the United States District Court for the District of Delaware by a competitor, TruePosition, Inc., and its subsidiary, KSI, Inc. In their original complaint, the plaintiffs alleged that Allen, through its Grayson Wireless division, infringed three patents in connection with Allen's GEOMETRIX wireless geolocation business. On July 16, 2002, the plaintiffs amended their complaint to include four additional patents in the lawsuit. In Allen's answer to the original complaint, filed on January 18, 2002, and to the amended complaint, filed on July 30, 2002, it has denied all of the plaintiffs' allegations and asserted a patent infringement counterclaim of one of Allen's patents and asserted antitrust and business tort counterclaims based on plaintiffs' bad faith initiation of the present litigation. Allen and plaintiffs have agreed to withdraw claims of infringement with respect to three of plaintiffs' seven patents in suit and Allen's patent in suit. The lawsuit relates to all of the geolocation products of our Allen subsidiary, which products have accounted for approximately $221.7 million of Allen's total sales since their introduction and approximately $167.9 million of Allen's total sales for the fiscal year ended September 30, 2003. Plaintiffs are seeking damages for lost profits, price erosion and royalties due to Allen's alleged infringement and have requested that such damages be trebled as a result of alleged willful infringement by Allen. We believe that plaintiffs have suffered no damages. Plaintiffs are also seeking to enjoin Allen's alleged infringement. A trial date of April 13, 2004 has been set. We believe that Allen has meritorious defenses against the claims asserted by the plaintiffs, and we intend to vigorously defend the lawsuit. There can be no assurance, however, that we will ultimately prevail in this action. Whether we ultimately win or lose, litigation could be time-consuming and costly and injure our reputation. If the plaintiffs prevail in this action, we may be required to pay a substantial judgment and/or negotiate royalty or license agreements with respect to the patents at issue, and may not be able to enter into such agreements on acceptable terms. Any limitation on our ability to provide a service or product could cause us to lose revenue-generating opportunities and require us to incur additional expenses, either of which could have a material adverse effect on our business. We may also be required to indemnify our customers for any expenses or liabilities resulting from the claimed infringements. These potential costs and expenses, as well as the need to pay any damages awarded in favor of the plaintiffs, which may be material in amount, could increase our selling, general and administrative expenses, reduce our income and adversely affect our liquidity.

8

Continuing and future sales opportunities for our geolocation products and services are uncertain, and if we cannot develop such opportunities, our sales and income will be reduced.

        The Federal Communications Commission has promulgated regulations requiring wireless communications carriers to provide caller location information for wireless 911 calls. The systems by which this location information is supplied are often described as "E 911 solutions." Our Allen subsidiary has developed network-based geolocation products and services that enable carriers to effectively implement network-based E 911 solutions. Changes in technology and regulations, or our inability to meet customers' evolving requirements, could affect our ability to develop continuing and future sales opportunities for Allen's network-based geolocation products and services. If we cannot develop sales opportunities for Allen's network-based geolocation products or services or meet customers' requirements, the sales and income of the combined company would be reduced.

A substantial portion of our sales are outside the United States. Conducting business in international markets involves risks and uncertainties such as foreign exchange rate exposure and political and economic instability that could lead to reduced international sales and reduced profitability associated with such sales, which would reduce our sales and income.

        A significant portion of our sales are outside the United States, and in recent years we have significantly increased our international manufacturing capabilities. We anticipate that international sales will continue to represent a substantial portion of our total sales and that continued growth and profitability will require further international expansion. Identifiable foreign exchange rate exposures result primarily from currency fluctuations, accounts receivable from customer sales, the anticipated purchase of products from affiliates and third-party suppliers and the repayment of inter-company loans denominated in foreign currencies with our foreign subsidiaries. International business risks also include political and economic instability, tariffs and other trade barriers, longer customer payment cycles, burdensome taxes, restrictions on the repatriation of earnings, expropriation or requirements of local or shared ownership, compliance with local laws and regulations, terrorist attacks, developing legal systems, reduced protection of intellectual property rights in some countries, cultural and language differences, and difficulties in managing and staffing operations. We believe that international risks and uncertainties could lead to reduced international sales and reduced profitability associated with such sales, which would reduce our sales and income.

        In addition, we expect a significant portion of our sales will be in China. While we were not materially adversely affected by the recent outbreak of Severe Acute Respiratory Syndrome (SARS) in China and we will, if necessary, be able to ship product into China from other manufacturing facilities to meet demand in China, there can be no assurance that a new outbreak of SARS with attendant travel restrictions, adverse impact on the Chinese economy and telecommunications business and other known and unknown potential consequences will not materially reduce our sales.

Charges to earnings resulting from the application of the purchase method of accounting with respect to our merger with Allen may reduce our income.

        In accordance with United States generally accepted accounting principles, we are accounting for our merger with Allen using the purchase method of accounting, which results in charges to earnings that could have a material adverse effect on the market value of our common stock. Under the purchase method of accounting, we will allocate the total estimated purchase price to Allen's net tangible assets, amortizable intangible assets, intangible assets with indefinite lives and in-process research and development based on their fair values as of the date of completion of the merger, and record the excess of the purchase price over those fair values as goodwill. We will incur additional depreciation and amortization expense over the useful lives of certain of the net tangible and intangible assets acquired in connection with the merger. In addition, to the extent the value of goodwill or intangible assets with indefinite lives becomes impaired, we will be required to incur charges, which

9

may be material, relating to the impairment of those assets. These depreciation, amortization, in-process research and development and potential impairment charges will reduce our income.

The competitive pressures we face could lead to reduced demand or lower prices for our products and services in favor of our competitors' products and services, which could harm our sales, gross margins and prospects.

        We encounter aggressive competition from numerous and varied competitors in all areas of our business, and compete primarily on the basis of technology, performance, price, quality, reliability, brand, distribution, customer service and support. If we fail to develop new products and services, periodically enhance our existing products and services, or otherwise compete successfully, it will reduce our sales and prospects. Further, we may have to continue to lower the prices of many of our products and services to stay competitive. If we cannot reduce our costs in response to competitive price pressures, our gross margins will decline.

If we cannot continue to rapidly develop, manufacture and market innovative products and services that meet customer requirements for performance and reliability, we may lose market share and our revenues may suffer.

        The process of developing new wireless technology products and services is complex and uncertain, and failure to anticipate customers' changing needs and emerging technological trends accurately and to develop or obtain appropriate intellectual property could significantly harm our results of operations. We must make long-term investments and commit significant resources before knowing whether our investments will eventually result in products that the market will accept. After a product is developed, we must be able to manufacture sufficient volumes quickly and at low costs. To accomplish this, we must accurately forecast volumes, mix of products and configurations that meet customer requirements, which we may not be able to do successfully.

        Among the factors that make a smooth transition from current products to new products difficult are delays in product development or manufacturing, variations in product costs, delays in customer purchases of existing products in anticipation of new product introductions and customer demand for the new product. Our revenues and gross margins may suffer if we cannot make such a transition effectively and also may suffer due to the timing of product or service introductions by our suppliers and competitors. This is especially challenging when a product has a short life cycle or a competitor introduces a new product just before our own product introduction. Furthermore, sales of our new products may replace sales of some of our current products, offsetting the benefit of even a successful product introduction. There may also be overlaps in our current product portfolios resulting from our recent merger with Allen that we will need to reconcile. If we incur delays in new product introductions, or do not accurately estimate the market effects of new product introductions, given the competitive nature of its industry, future demand for our products and our revenues may be seriously harmed.

The price of our outstanding securities may suffer if we cannot control fluctuations in our sales and operating results.

        Historically, our quarterly and annual sales and operating results have fluctuated. We expect fluctuations to continue in the future. In addition to general economic and political conditions, the following factors affect our sales: the timing of significant customer orders, our inability to forecast future sales due to our just-in-time supply approach, changes in competitive pricing, wide variations in profitability by product line, variations in operating expenses, the timing of announcements or introductions of new products by us, our competitors or our respective customers, the acceptance of those products, relative variations in manufacturing efficiencies and costs, and the relative strength or

10

weakness of international markets. Since our quarterly and annual sales and operating results vary, we believe that period-to-period comparisons are not necessarily meaningful, and you should not rely on those comparisons as indicators of our future performance. Due to the foregoing factors, it is possible that in some future quarter or quarters our revenues or operating results will not meet the expectations of the public stock market analysts or investors, which could cause the price of our outstanding securities to decline.

If we cannot continue to attract and retain highly qualified people our revenues, gross margin and income may suffer.

        We believe that our future success significantly depends on our ability to attract, motivate and retain highly qualified management, technical and marketing personnel. The competition for these individuals is intense. From time to time, there may be a shortage of skilled labor, which may make it more difficult and expensive for us to attract, motivate and retain qualified employees. We believe our inability to do so could negatively impact the demand for our products and services and consequently our financial condition and operating results.

Our costs and business prospects may be affected by increased government regulation, a factor which is largely beyond our control.

        We are not directly regulated in the U.S., but many of our U.S. customers and the telecommunications industry generally are subject to Federal Communications Commission regulation. In overseas markets, there are generally similar governmental agencies that regulate our customers. We believe that regulatory changes could have a significant negative effect on our business and operating results by restricting our customers' development efforts, making current products obsolete or increasing competition. Our customers must obtain regulatory approvals to operate certain of our products. Any failure or delay by any of our customers to obtain these approvals would adversely impact our ability to sell our products. The enactment by governments of new laws or regulations or a change in the interpretation of existing regulations could adversely affect the market for our products. The increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards for such products, generally following extensive investigation and deliberation over competing technologies. In the past, the delays inherent in this governmental approval process have caused, and may in the future cause, the cancellation or postponement of the deployment of new technologies. These delays could have a material adverse effect on our revenues, gross margins and income.

Allegations of health risks from wireless equipment may negatively affect our results of operations.

        Allegations of health risks from the electromagnetic fields generated by base stations and mobile handsets, and the lawsuits and publicity relating to them, regardless of merit, could affect our operations negatively by leading consumers to reduce their use of mobile phones or by causing us to allocate resources to these issues.

Risks Related to the Offering

The notes are subordinated in right of payment to our senior indebtedness and are structurally subordinated to all indebtedness and other liabilities of our subsidiaries.

        The notes are unsecured and subordinated in right of payment to our existing and future senior indebtedness. As of September 30, 2003, we had approximately $79.1 million of senior indebtedness outstanding. Because the notes are subordinated to our senior indebtedness, in the event of (1) our liquidation or insolvency, (2) a payment default on our designated senior indebtedness (as defined in "Description of the Notes-Subordination of the Notes"), (3) a covenant default on our designated

11

senior indebtedness entitling holders of designated senior indebtedness to accelerate their indebtedness or (4) acceleration of the notes, we will be permitted to make payment on the notes only after our senior indebtedness has been paid in full. After paying our senior indebtedness in full, we may not have sufficient assets remaining to pay any or all amounts due on the notes. The indenture for the notes does not restrict the amount of indebtedness, including senior indebtedness, that we may incur. We currently have a senior revolving credit facility, which provides us with the ability to incur up to $160.0 million of senior indebtedness.

        In addition, the notes are effectively subordinated to all existing and future indebtedness and other liabilities, including trade payables, of our subsidiaries. The indenture for the notes does not restrict the amount of indebtedness or other liabilities that our subsidiaries may incur. Neither we nor our subsidiaries are limited from incurring senior indebtedness or additional indebtedness under the indenture. We expect from time to time to incur additional indebtedness and other liabilities, which could affect our ability to pay our obligations under the notes. See "Description of the Notes—Subordination of Notes."

There is no established market for the notes, which could impair your ability to sell the notes.

        While the notes are eligible for trading in the Private Offerings, Resales and Trading through Automatic Linkages Market, commonly referred to as the PORTAL Market, there can be no assurance that a market for the notes will develop. Moreover, the notes resold pursuant to this prospectus will no longer trade on the PORTAL market. As a result, there may be a limited market for the notes. We do not intend to list the notes on any national securities exchange or to seek the admission of the notes for trading over the National Association of Securities Dealers Automated Quotation System.

        At the time of the closing of the private placement of the notes by us, the initial purchasers advised us that they intended to make a market in the notes, but they are not obligated to do so, and if they do make a market in the notes they may stop at any time. As a result, we cannot assure you that a market will develop for the notes or that you will be able to sell your notes. Accordingly, you may be required to bear the financial risk of an investment in the notes for an indefinite period of time. Future trading prices of the notes will depend on many factors, including prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects.

We may not have the funds necessary to finance the repurchase of the notes or may otherwise be restricted from making such repurchase if required by holders pursuant to the indenture.

        On August 15, 2008, or at any time prior to maturity following a "designated event" under the indenture, holders may require us to repurchase their notes at a price of 100% of the principal amount of the notes, plus accrued and unpaid interest to the repurchase date. However, it is possible that we will not have sufficient funds available at such time to make the required repurchase of notes. In addition, any future credit agreements or other agreements relating to our indebtedness could contain provisions prohibiting the repurchase of the notes under certain circumstances, or could provide that a designated event constitutes an event of default under that agreement. If any agreement governing our indebtedness prohibits or otherwise restricts us from repurchasing the notes when we become obligated to do so, we could seek the consent of the lenders to repurchase the notes or attempt to refinance this debt. If we do not obtain such a consent or refinance the indebtedness, we would not be permitted to repurchase the notes without potentially causing a default under this indebtedness. Our failure to repurchase tendered notes would constitute an event of default under the indenture, which might constitute a default under the terms of our other indebtedness.

12

The price of our common stock historically has been volatile, which may make it difficult for you to resell the notes.

        Subject to certain conditions, the notes will be convertible into shares of our common stock. The market price of our common stock historically has experienced and may continue to experience high volatility, and the broader stock market has experienced significant price and volume fluctuations in recent years. Some of the factors that can affect our stock price are:

•

actual, or market expectations of, fluctuations in capital spending by wireless operators and original equipment manufacturers on wireless infrastructure;



•

the announcement of new products, services or technological innovations by us or our competitors;



•

continued variability in our revenue or earnings;



•

changes in quarterly revenue or earnings estimates for us made by the investment community;



•

delays or postponements of wireless infrastructure deployments, including 3G technology, regardless of whether such deployments have an actual impact on our orders or sales; and



•

speculation in the press or investment community about our strategic position, financial condition, results of operations, business or significant transactions.

        General market conditions and domestic or international macroeconomic and geopolitical factors unrelated to our performance may also affect the price of our common stock. For these reasons, investors should not rely on historical trends to predict future stock prices or financial results. In addition, following periods of volatility in a company's securities, securities class action litigation against a company is sometimes instituted. This type of litigation could result in substantial costs and the diversion of management time and resources. We anticipate that we will continue to face these types of risks.

The conditional conversion feature of the notes could result in you not receiving the value of the common stock into which the notes are convertible.

        The notes are convertible into common stock only if specific conditions are met. If the specific conditions for conversion are not met, you may not be able to receive the value of the common stock into which your notes would otherwise be convertible.

Risks related to Arthur Andersen LLP

        We acquired Celiant Corporation in June 2002. Arthur Andersen LLP audited Celiant's financial statements for the period from March 9, 2001 through September 30, 2001 included in our Form 8-K/A filed on August 6, 2002 and incorporated by reference in this prospectus. Because Celiant's former engagement team leaders have since left Andersen, Andersen did not reissue its report on those financial statements, and a copy of a previously issued report was included in the Form 8-K/A. Andersen was convicted on June 15, 2002 of federal obstruction of justice arising from the government's investigation of Enron Corp. You may have no effective remedy against Andersen in connection with a material misstatement or omission in these financial statements, particularly in the event that Andersen ceases to exist or becomes insolvent as a result of the conviction or other proceedings against Andersen.

        Until our consolidated audited financial statements for the fiscal year ending September 30, 2003 become available during our first fiscal quarter of 2004, the SEC's current rules would require us to present or incorporate by reference audited financial statements of Celiant for the period Celiant was audited by Andersen. Although the SEC has indicated that in the interim it will continue to accept

13

financial statements audited by Andersen, there is no assurance that the SEC will continue to do so in the future. If the SEC declines to accept financial statements audited by Andersen prior to the filing of our Form 10-K for the fiscal year ending September 30, 2003, it could impede our access to the capital markets unless Ernst & Young LLP, our current independent accounting firm, or another independent accounting firm, is able to audit the financial statements originally audited by Andersen.

        Additionally, as a result of the departure of Celiant's former engagement team leaders, Andersen is no longer in a position to consent to the inclusion or incorporation by reference in any prospectus of their report on the above-referenced financial statements, and investors in this offering and any subsequent offerings for which we use their audit report will not be entitled to recovery against them under Section 11 of the Securities Act for any material misstatements or omissions in those financial statements.

14

Use of Proceeds

        All of the proceeds from the sale of the notes or the common stock issuable upon conversion of the notes offered by this prospectus will go to the selling securityholders who offer and sell their notes or shares. We will not receive any proceeds from any sale by any selling securityholder.

Description of Notes

        We issued the notes under an indenture, dated as of August 8, 2003, between Andrew, as issuer, and BNY Midwest Trust Company, as trustee. The notes and the shares of common stock issuable upon conversion of the notes are covered by a registration rights agreement. The indenture and the registration rights agreement have been filed as exhibits to the registration statement of which this prospectus is a part.

        The following description is a summary of the material provisions of the notes, the indenture and the registration rights agreement. It does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the indenture, including the definitions of certain terms used in the indenture. Wherever particular provisions or defined terms of the indenture or form of note are referred to, these provisions or defined terms are incorporated in this prospectus by reference. We urge you to read the indenture because it and not this description defines your rights as a holder of notes.

        As used in this "Description of Notes" section, references to "Andrew," "we," "our" or "us" refer solely to Andrew Corporation and not to our subsidiaries unless the context requires otherwise.

General

        The notes are general unsecured obligations of Andrew. Our payment obligations under the notes are subordinated to our senior indebtedness as described under "Subordination of Notes." The notes are convertible into common stock as described under "Conversion of Notes."

        We have issued $240,000,000 aggregate principal amount of notes to the initial purchasers in denominations of $1,000 and multiples of $1,000. The notes mature on August 15, 2013 unless earlier converted, redeemed or repurchased.

        Neither we nor any of our subsidiaries is subject to any financial covenants under the indenture. In addition, neither we nor any of our subsidiaries is restricted under the indenture from paying dividends, incurring debt, or issuing or repurchasing our securities.

        You are not afforded protection under the indenture in the event of a highly leveraged transaction or a change in our control, except to the extent described below under "Repurchase at Option of the Holder Upon a Designated Event."

        The notes bear interest at an annual rate of 3¹/4%. Interest is calculated on the basis of a 360-day year consisting of twelve 30-day months and accrues from August 8, 2003, or from the most recent date to which interest has been paid or duly provided for. We will pay interest, including additional interest, if any, on February 15 and August 15 of each year, beginning February 15, 2004, to record holders at the close of business on the preceding February 1 and August 1, as the case may be.

        We will maintain an office in the Borough of Manhattan, The City of New York, which shall initially be an office or agency of the trustee, where we will pay the principal on the notes and where you may present the notes for conversion, registration of transfer or exchange for other denominations. We may pay interest by check mailed to your address as it appears in the note register, provided that if you are a holder with an aggregate principal amount in excess of $2.0 million, you shall be paid, at your written election, by wire transfer in immediately available funds. Payments to The Depository

15

Trust Company, New York, New York, which we refer to as DTC, will be made by wire transfer of immediately available funds to the account of DTC or its nominee.

Conversion of Notes

        You may convert any of your notes, in whole or in part, into common stock prior to the close of business on the final maturity date of the notes, subject to prior redemption or repurchase of the notes, only under the following circumstances:

•

upon satisfaction of a market price condition;



•

upon satisfaction of a trading price condition;



•

upon notice of redemption; or



•

upon specified corporate transactions.

        The number of shares of common stock you will receive upon conversion of your notes will be determined by multiplying the aggregate principal amount of the notes you convert by the conversion rate on the date of conversion. You may convert your notes in part so long as such part is $1,000 principal amount or an integral multiple of $1,000.

        If we call notes for redemption, you may convert the notes only until the close of business on the business day immediately preceding the redemption date unless we fail to pay the redemption price. If you have submitted your notes for repurchase upon a designated event, you may convert your notes only if you withdraw your repurchase election. Similarly, if you exercise your option to require us to repurchase your notes other than upon a designated event, those notes may be converted only if you withdraw your election to exercise your option in accordance with the terms of the indenture. Upon conversion of a note, you will not receive any cash payment of interest. Our delivery to you of the full number of shares of our common stock into which the note is convertible, together with any cash payment for your fractional shares will be deemed to satisfy our obligation to pay:

•

the principal amount of the note; and



•

accrued but unpaid interest, including additional interest, if any, attributable to the period from the most recent interest payment date, or August 8, 2003 if no interest has been paid, to the conversion date.

As a result, accrued but unpaid interest, including additional interest, if any to the conversion date is deemed to be paid in full rather than cancelled, extinguished or forfeited.

        Notwithstanding the preceding paragraph, if notes are converted after a record date but prior to the next succeeding interest payment date, holders of such notes at the close of business on the record date will receive the interest payable on such notes on the corresponding interest payment date notwithstanding the conversion. Such notes, upon surrender for conversion, must be accompanied by funds equal to the amount of interest payable on the notes so converted; provided that no such payment need be made (1) if we have specified a redemption date that is after a record date but on or prior to the next interest payment date, (2) if we have specified a repurchase date following a designated event that is after a record date but on or prior to the next succeeding interest payment date or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such note.

Conversion Upon Satisfaction of Market Price Condition

        You may surrender your note for conversion into our common stock prior to close of business on the maturity date during any fiscal quarter commencing after September 30, 2003 (and only during such fiscal quarter) if the closing sale price of our common stock exceeds 120% of the conversion price for

16

at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter.

        The "closing sale price" of our common stock on any date means the closing per share sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which our common stock is traded or, if our common stock is not listed on a United States national or regional securities exchange, as reported by the Nasdaq System or by the National Quotation Bureau Incorporated. The "conversion price" as of any day will equal $1,000 divided by the conversion rate.

Conversion Upon Satisfaction of Trading Price Condition

        You may surrender your notes for conversion into our common stock prior to maturity during the five business day period after any five consecutive trading day period (the "measurement period") in which the "trading price" per $1,000 principal amount of notes, as determined following a request by a holder of notes in accordance with the procedures described below, for each day of that measurement period was less than 98% of the product of the closing sale price of our common stock and the conversion rate (the "98% Trading Exception"); provided that if on the date of any conversion pursuant to the 98% Trading Exception the closing sale price of our common stock is greater than the conversion price, then you will receive, in lieu of common stock based on the conversion rate, cash or common stock or a combination of cash and common stock, at our option, with a value equal to the principal amount of your notes plus accrued and unpaid interest, including additional interest, if any, as of the conversion date ("Principal Value Conversion"). If you surrender your notes for conversion and it is a Principal Value Conversion, we will notify you by the second trading day following the date of conversion whether we will pay you all or a portion of the principal amount plus accrued and unpaid interest, including additional interest, if any, in cash, common stock or a combination of cash and common stock, and in what percentage. Any common stock delivered upon a Principal Value Conversion will be valued at the greater of the conversion price on the conversion date and the applicable stock price (as defined below) as of the conversion date. We will pay you any portion of the principal amount plus accrued and unpaid interest, including additional interest, if any, to be paid in cash and deliver common stock with respect to any portion of the principal amount plus accrued and unpaid interest, including additional interest, if any, to be paid in common stock, no later than the third business day following the determination of the applicable stock price.

        The "trading price" of the notes on any date of determination means the average of the secondary market bid quotations obtained by the trustee for $10,000,000 principal amount of the notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select; provided that if three such bids cannot reasonably be obtained by the trustee, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the trustee, that one bid shall be used. If the trustee cannot reasonably obtain at least one bid for $10,000,000 principal amount of the notes from a nationally recognized securities dealer or in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the notes, then the trading price per $1,000 principal amount of notes will be deemed to be less than 98% of the product of the "closing sale price" of our common stock and the conversion rate. The "applicable stock price" shall mean the average of the closing sale prices of our common stock over the five trading day period starting the third trading day following the conversion date of the notes.

        In connection with any conversion upon satisfaction of the above trading pricing condition, the trustee shall have no obligation to determine the trading price of the notes unless we have requested such determination; and we shall have no obligation to make such request unless you provide us with reasonable evidence that the trading price per $1,000 principal amount of notes would be less than

17

98% of the product of the closing sale price of our common stock and the conversion rate. At such time, we shall instruct the trustee to determine the trading price of the notes beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of notes is greater than or equal to 98% of the product of the closing sale price of our common stock and the conversion rate.

Conversion Upon Notice of Redemption

        If we call notes for redemption, you may convert the notes until the close of business on the business day immediately preceding the redemption date, after which time your right to convert will expire unless we fail to pay the redemption price.

Conversion Upon Specified Corporate Transactions

        If we elect to:

•

distribute to all holders of our common stock certain rights entitling them to purchase, for a period expiring within 45 days, our common stock at less than the average closing sale prices for the 10 trading days preceding the declaration date for such distribution; or



•

distribute to all holders of our common stock, assets, debt securities or certain rights to purchase our securities, which distribution has a per share value exceeding 5% of the closing sale price of our common stock on the day preceding the declaration date for such distribution;

we must notify you at least 20 days prior to the ex-dividend date for such distribution. Once we have given such notice, you may surrender your notes for conversion at any time until the earlier of close of business on the business day prior to the ex-dividend date or any announcement by us that such distribution will not take place. No adjustment to the conversion rate will be made if you will otherwise participate in the distribution without conversion and you will not have the ability to convert pursuant to this provision.

        In addition, if we are a party to a consolidation, merger, binding share exchange or sale of all or substantially all of our assets, in each case pursuant to which our common stock would be converted into cash, securities or other property, you may surrender your notes for conversion at any time from and after the date that is 15 days prior to the anticipated effective date of the transaction until and including the date that is 15 days after the actual effective date of such transaction (or if such consolidation, merger or share exchange also constitutes a fundamental change, until the repurchase date corresponding to such fundamental change). If we are a party to a consolidation, merger, binding share exchange or sale of all or substantially all of our assets, in each case pursuant to which our common stock is converted into cash, securities, or other property, then at the effective time of the transaction, your right to convert a note into our common stock will be changed into a right to convert it into the kind and amount of cash, securities and other property that you would have received if you had converted your notes immediately prior to the transaction. If the transaction also constitutes a designated event, you can require us to repurchase all or a portion of your notes as described under "Repurchase At Option of the Holder Upon a Designated Event."

Conversion Procedures

        The initial conversion rate for the notes is 73.0482 shares of common stock per $1,000 principal amount of notes, subject to adjustment as described below, which represents an initial conversion price of approximately $13.69 per share. We will not issue fractional shares of common stock upon conversion of notes. Instead, we will pay cash based upon the last reported sale price of our common stock on the trading day prior to the conversion date. Except as described below, you will not receive any accrued interest or dividends upon conversion.

18

        To convert your note into common stock you must do the following (or comply with DTC procedures for doing so in respect of your beneficial interest in notes evidenced by a global note):

•

complete and manually sign the conversion notice on the back of the note or facsimile of the conversion notice and deliver this notice to the conversion agent;



•

surrender the note to the conversion agent;



•

if required, furnish appropriate endorsements and transfer documents;



•

if required, pay all transfer or similar taxes; and



•

if required, pay funds equal to interest payable on the next interest payment date.

The date you comply with these requirements is the conversion date under the indenture.

Conversion Rate Adjustments

        We will adjust the conversion rate if any of the following events occurs:

•

we issue common stock as a dividend or distribution on our common stock;



•

we issue to all holders of common stock certain rights or warrants to purchase our common stock, for a period expiring within 45 days of the record date for such issuance, at a price per share that is less than the average closing sale prices of our common stock for the 10 trading days preceding the declaration date for such distribution;



•

we subdivide or combine our common stock;



•

we distribute to all holders of our common stock, shares of our capital stock, evidences of indebtedness or assets, including securities but excluding rights, warrants, dividends or common stock distributions specified above and cash distributions. If we distribute capital stock of, or similar equity interests in, a subsidiary or other business unit of ours, then the conversion rate will be adjusted based on the market value of the securities so distributed relative to the market value of our common stock, in each case based on the average closing sales prices of those securities for the 10 trading days commencing on and including the fifth trading day after the date on which "ex-dividend trading" commences for such distribution on the Nasdaq National Market or such other national or regional exchange or market on which the securities are then listed or quoted;



•

we distribute cash to all holders of common stock in excess of $.01 per share in any twelve month period, in which case the conversion rate shall be increased so that it equals the rate determined by multiplying the conversion rate in effect on the record date with respect to the cash distribution by a fraction, (1) the numerator of which shall be the current market price of a share of our common stock on the record date, and (2) the denominator of which shall be the same price of a share on the record date less the amount of the distribution in excess of the amount provided above. "Current market price" shall mean the average of the daily closing sale prices per share of common stock for the ten consecutive trading days ending on the earlier of the date of determination and the day before the "ex" date with respect to the distribution requiring such computation. For purposes of this paragraph, the term "ex" date, when used with respect to any distribution, means the first date on which the common stock trades, regular way, on the relevant exchange or in the relevant market from which the closing sale price was obtained without the right to receive such distribution;



•

we or one of our subsidiaries makes a payment in respect of a tender offer or exchange offer for our common stock to the extent that the cash and value of any other consideration included in the payment per share of common stock exceeds the closing sale price per share of common

19

stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer; and

•

someone other than us or one of our subsidiaries makes a payment in respect of a tender offer or exchange offer in which, as of the closing date of the offer, our board of directors is not recommending rejection of the offer. The adjustment referred to in this bullet point will only be made if: the tender offer or exchange offer is for an amount that increases the offeror's ownership of common stock to more than 25% of the total shares of common stock outstanding; and the cash and value of any other consideration included in the payment per share of common stock exceeds the closing sale price per share of common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to the tender or exchange offer. However, the adjustment referred to in this bullet point will generally not be made if as of the closing of the offer, the offering documents disclose a plan or an intention to cause us to engage in a consolidation or merger or a sale of all or substantially all of our assets.

        To the extent that we have a rights plan in effect upon conversion of the notes into common stock, you will receive, in addition to the common stock, the rights under the rights plan unless prior to any conversion, the rights have separated from the common stock, in which case the conversion rate will be adjusted at the time of separation as if we distributed to all holders of our common stock, shares of our capital stock, evidences of indebtedness or assets as described above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

        In the event of:

•

any reclassification of our common stock;



•

a consolidation, merger or combination involving us; or



•

a sale or conveyance to another person or entity of all or substantially all of our property and assets

in which holders of our common stock would be entitled to receive stock, other securities, other property, assets or cash for their common stock, upon conversion of your notes you will be entitled to receive the same type of consideration that you would have been entitled to receive if you had converted the notes into our common stock immediately prior to any of these events.

        You may in certain situations be deemed to have received a distribution subject to U.S. federal income tax as a dividend in the event of any taxable distribution to holders of common stock or in certain other situations requiring a conversion rate adjustment. See "U.S. Federal Tax Considerations."

        We may, from time to time, increase the conversion rate if our board of directors has made a determination that this increase would be in our best interests. Any such determination by our board will be conclusive. In addition, we may increase the conversion rate if our board of directors deems it advisable to avoid or diminish any income tax to holders of common stock resulting from any stock or rights distribution. See "U.S. Federal Tax Considerations."

        We will not be required to make an adjustment in the conversion rate unless the adjustment would require a change of at least 1% in the conversion rate. However, we will carry forward any adjustments that are less than 1% of the conversion rate. Except as described above in this section, we will not adjust the conversion rate for any issuance of our common stock or convertible or exchangeable securities or rights to purchase our common stock or convertible or exchangeable securities.

Optional Redemption by Andrew

        Beginning August 20, 2008, we may redeem the notes in whole or in part for an amount in cash equal to 100% of the principal amount, plus interest, including additional interest, if any to, but

20

excluding, the redemption date. If the redemption date is an interest payment date, interest shall be paid to the record holder on the relevant record date. We are required to give notice of redemption by mail to holders not more than 60 but not less than 30 days prior to the redemption date.

        If less than all of the outstanding notes are to be redeemed, the trustee will select the notes to be redeemed in principal amounts of $1,000 or multiples of $1,000 by lot, pro rata or by another method the trustee considers fair and appropriate. If a portion of your notes is selected for partial redemption and you convert a portion of your notes, the converted portion will be deemed to be of the portion selected for redemption.

        We may not redeem the notes if we have failed to pay any interest on the notes and such failure to pay is continuing. We will notify the noteholders if we redeem the notes.

Repurchase at Option of the Holder

        You have the right to require us to repurchase the notes for cash on August 15, 2008. We will be required to repurchase any outstanding note for which you deliver a written repurchase notice to the paying agent. This notice must be delivered during the period beginning at any time from the opening of business on the date that is 20 business days prior to the repurchase date until the close of business on the repurchase date. If a repurchase notice is given and withdrawn during that period, we will not be obligated to repurchase the notes listed in the notice. Our repurchase obligation will be subject to certain additional conditions.

        The repurchase price payable for a note will be equal to 100% of the principal amount, plus interest, including additional interest, if any to, but excluding, the repurchase date.

        Your right to require us to repurchase notes is exercisable by delivering a written repurchase notice to the paying agent within 20 business days of the repurchase date. The paying agent initially will be the trustee.

        The repurchase notice must state:

(1)

if certificated notes have been issued, the note certificate numbers (or, if your notes are not certificated, your repurchase notice must comply with appropriate DTC procedures);



(2)

the portion of the principal amount of notes to be repurchased, which must be in $1,000 multiples; and



(3)

that the notes are to be repurchased by us pursuant to the applicable provisions of the notes and the indenture.

        You may withdraw any written repurchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business of the repurchase date. The withdrawal notice must state:

•

the principal amount of the withdrawn notes;



•

if certificated notes have been issued, the certificate numbers of the withdrawn notes (or, if your notes are not certificated, your withdrawal notice must comply with appropriate DTC procedures); and



•

the principal amount, if any, that remains subject to the repurchase notice.

        We must give notice of an upcoming repurchase date to all note holders not less than 20 business days prior to the repurchase date at their addresses shown in the register of the registrar. We will also give notice to beneficial owners as required by applicable law. This notice will state, among other things, the procedures that holders must follow to require us to repurchase their notes.

21

        Payment of the repurchase price for a note for which a repurchase notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the note, together with necessary endorsements, to the paying agent at its office in the Borough of Manhattan, The City of New York, or any other office of the paying agent, at any time after delivery of the repurchase notice. Payment of the repurchase price for the note will be made promptly following the later of the repurchase date and the time of book-entry transfer or delivery of the note. If the paying agent holds money sufficient to pay the repurchase price of the note on the business day following the repurchase date, then, on and after the date the note will cease to be outstanding and all other rights of the note holder will terminate, other than the right to receive the repurchase price upon delivery of the note. This will be the case whether or not book-entry transfer of the note has been made or the note has been delivered to the paying agent.

        No notes may be repurchased by us at the option of the holders if the principal amount of the notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date. We may be unable to repurchase the notes if you elect to require us to repurchase the notes pursuant to this provision. If you elect to require us to repurchase the notes we may not have sufficient funds to pay the repurchase price for all tendered notes. Any future credit agreements or other agreements relating to our indebtedness may contain provisions prohibiting repurchase of the notes under certain circumstances. If you elect to require us to repurchase the notes at a time when we are prohibited from repurchasing notes, we could seek the consent of our lenders to repurchase the notes or attempt to refinance this indebtedness. If we do not obtain consent, we would not be permitted to repurchase the notes. Our failure to repurchase tendered notes would constitute an event of default under the indenture, which might constitute a default under the terms of our other indebtedness.

        Our ability to repurchase notes with cash may be limited by the terms of our then-existing borrowing agreements. Even though we become obligated to repurchase any outstanding note on a repurchase date, we may not have sufficient funds to pay the repurchase price on that repurchase date.

        We will comply with the provisions of Rule 13e-4 and any other rules under the Securities Exchange Act of 1934 that may be applicable. We will file a Schedule TO or any other schedule required in connection with any offer by us to repurchase the notes.

Repurchase at Option of the Holder Upon a Designated Event

        If a designated event occurs at any time prior to the maturity of the notes, you may require us to repurchase your notes for cash, in whole or in part, on a repurchase date that is not less than 20 nor more than 35 business days after the date of our notice of the designated event. The notes will be repurchased only in integral multiples of $1,000 principal amount.

        We will repurchase the notes at a price equal to 100% of the principal amount to be repurchased, plus accrued interest, including additional interest, if any to, but excluding, the repurchase date. If such repurchase date falls after a record date and on or prior to the corresponding interest payment date, we will pay the full amount of accrued and unpaid interest, including additional interest, if any payable on such interest payment date to the holder of record on the close of business on the corresponding record date.

        We will mail to all record holders a notice of a designated event within 15 days after it has occurred. We are also required to deliver to the trustee a copy of the designated event notice. If you elect to require us to repurchase your notes, you must deliver to us or our designated agent, on or before the repurchase date specified in our designated event notice, your repurchase notice and any notes to be repurchased, duly endorsed for transfer. We will promptly pay the repurchase price for notes surrendered for repurchase following the repurchase date.

22

        You may withdraw any written repurchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the repurchase date. The withdrawal notice must state:

•

the principal amount of the withdrawn notes;



•

if certificated notes have been issued, the certificate number of the withdrawn notes (or, if your notes are not certificated, your withdrawal notice must comply with appropriate DTC procedures); and



•

the principal amount, if any, which remains subject to the repurchase notice.

        Payment of the repurchase price for a note for which a repurchase notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the note, together with necessary endorsements, to the paying agent at its corporate trust office in the Borough of Manhattan, The City of New York, or any other office of the paying agent, at any time after delivery of the repurchase notice. Payment of the repurchase price for the note will be made promptly following the later of the repurchase date and the time of book-entry transfer or delivery of the note. If the paying agent holds money sufficient to pay the repurchase price of the note on the repurchase date, then, on and after the business day following the repurchase date:

•

the note will cease to be outstanding;



•

interest will cease to accrue; and



•

all other rights of the holder will terminate.

        This will be the case whether or not book-entry transfer of the note has been made or the note has been delivered to the paying agent, and all other rights of the note holder will terminate, other than the right to receive the repurchase price upon delivery of the note.

        A "designated event" will be deemed to have occurred upon a fundamental change or a termination of trading.

        A "fundamental change" is any transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise) in connection with which all or substantially all of our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration which is not all or substantially all common stock that:

•

is listed on, or immediately after the transaction or event will be listed on, a United States national securities exchange; or



•

is approved, or immediately after the transaction or event will be approved, for quotation on the NASDAQ National Market or any similar United States system of automated dissemination of quotations of securities prices.

        A "termination of trading" will be deemed to have occurred if our common stock (or other common stock into which the notes are then convertible) is neither listed for trading on a United States national securities exchange nor approved for trading on the NASDAQ National Market.

        We will comply with any applicable provisions of Rule 13e-4 and any other tender offer rules under the Securities Exchange Act in the event of a designated event.

        These designated event repurchase rights could discourage a potential acquirer. However, this designated event repurchase feature is not the result of management's knowledge of any specific effort to obtain control of us by means of a merger, tender offer or solicitation, or part of a plan by management to adopt a series of anti-takeover provisions. The term "designated event" is limited to

23

specified transactions and may not include other events that might adversely affect our financial condition or business operations. Our obligation to repurchase the notes upon a designated event would not necessarily afford you protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us. No notes may be repurchased by us at the option of holders upon a designated event if there has occurred and is continuing an event of default with respect to the notes, other than a default in the payment of the repurchase price with respect to the notes.

        We may be unable to repurchase the notes in the event of a designated event. If a designated event were to occur, we may not have enough funds to pay the repurchase price for all tendered notes. Any future credit agreements or other agreements relating to our indebtedness may contain provisions prohibiting repurchase of the notes under certain circumstances, or expressly prohibit our repurchase of the notes upon a designated event or may provide that a designated event constitutes an event of default under that agreement. If a designated event occurs at a time when we are prohibited from repurchasing notes, we could seek the consent of our lenders to repurchase the notes or attempt to refinance this debt. If we do not obtain consent, we would not be permitted to repurchase the notes. Our failure to repurchase tendered notes would constitute an event of default under the indenture, which might constitute a default under the terms of our other indebtedness. In these circumstances, or if a designated event would constitute an event of default under our senior indebtedness, the subordination provisions of the indenture would restrict payments to the holders of notes.

Subordination of Notes

        Payment on the notes will, to the extent provided in the indenture, be subordinated in right of payment to the prior payment in full of all of our senior indebtedness. The notes also are effectively subordinated to all indebtedness and other liabilities, including trade payables and lease obligations, if any, of our subsidiaries.

        Upon any distribution of our assets upon any dissolution, winding up, liquidation or reorganization, the payment of the principal of, interest, including additional interest, if any, on the notes will be subordinated in right of payment to the prior payment in full in cash or other payment satisfactory to the holders of senior indebtedness of all senior indebtedness. In the event of any acceleration of the notes because of an event of default, the holders of any outstanding senior indebtedness would be entitled to payment in full in cash or other payment satisfactory to the holders of senior indebtedness of all senior indebtedness obligations before the holders of the notes are entitled to receive any payment or distribution. We are required under the indenture to promptly notify holders of senior indebtedness, if payment of the notes is accelerated because of an event of default.

        We may not make any payment on the notes if:

•

a default in the payment of designated senior indebtedness occurs and is continuing beyond any applicable period of grace (called a "payment default"); or



•

a default other than a payment default on any designated senior indebtedness occurs and is continuing that permits holders of designated senior indebtedness to accelerate its maturity, or in the case of a lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require us to make an irrevocable offer to terminate the lease following an event of default under the lease, and the trustee receives a notice of such default (called "payment blockage notice") from us or any other person permitted to give such notice under the indenture (called a "non-payment default").

        We may resume payments and distributions on the notes:

•

in case of a payment default, upon the date on which such default is cured or waived or ceases to exist; and

24

•

in case of a non-payment default, the earlier of the date on which such nonpayment default is cured or waived or ceases to exist or 179 days after the date on which the payment blockage notice is received, if the maturity of the designated senior indebtedness has not been accelerated, or in the case of any lease, 179 days after notice is received if we have not received notice that the lessor under such lease has exercised its right to terminate the lease or require us to make an irrevocable offer to terminate the lease following an event of default under the lease.

        No new period of payment blockage may be commenced pursuant to a payment blockage notice unless 365 days have elapsed since the initial effectiveness of the immediately prior payment blockage notice. No non-payment default that existed or was continuing on the date of delivery of any payment blockage notice shall be the basis for any later payment blockage notice.

        If the trustee or any holder of the notes receives any payment or distribution of our assets in contravention of the subordination provisions on the notes before all senior indebtedness is paid in full in cash or other payment satisfactory to holders of senior indebtedness, then such payment or distribution will be held in trust for the benefit of holders of senior indebtedness or their representatives to the extent necessary to make payment in full in cash or payment satisfactory to the holders of senior indebtedness of all unpaid senior indebtedness.

        Because of the subordination provisions discussed above, in the event of our bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders of the notes may receive less, ratably, than our other creditors. This subordination will not prevent the occurrence of any event of default under the indenture.

        The notes are exclusively our obligations. A substantial portion of our operations are conducted through our subsidiaries. As a result, our cash flow and our ability to service our debt, including the notes, is dependent upon the earnings of our subsidiaries. In addition, we are dependent on the distribution of earnings, loans or other payments from our subsidiaries. In addition, any payment of dividends, distributions, loans or advances by our subsidiaries to us could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries' earnings and business considerations.

        Our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization, and therefore the right of the holders to participate in those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if we were a creditor to any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us.

        The term "senior indebtedness" is defined in the indenture and includes principal, premium, interest, rent, fees, costs, expenses and other amounts accrued or due on our existing or future indebtedness, as defined below, or any existing or future indebtedness guaranteed or in effect guaranteed by us, subject to certain exceptions. The term does not include:

•

any indebtedness that by its express terms is not senior to the notes or is pari passu or junior to the notes; or



•

any indebtedness we owe to any of our majority-owned subsidiaries; or



•

the notes.

        The term "indebtedness" is also defined in the indenture and includes, in general terms, our liabilities in respect of borrowed money, notes, bonds, debentures, letters of credit, bank guarantees, bankers' acceptances, capital and certain other leases, interest rate and foreign currency derivative contracts or similar arrangements, guarantees and certain other obligations described in the indenture, subject to certain exceptions. The term does not include, for example, any account payable or other

25

accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of materials or services.

        The term "designated senior indebtedness" is defined in the indenture and includes our senior credit facility, our senior notes and any other senior indebtedness that by its terms expressly provides that it is "designated senior indebtedness" for purposes of the indenture.

        As of September 30, 2003, we had approximately $79.1 million of senior indebtedness outstanding and our subsidiaries had approximately $319.1 million of indebtedness and other liabilities outstanding. Neither we nor our subsidiaries is prohibited from incurring indebtedness, including senior indebtedness, under the indenture. We may from time to time incur additional indebtedness, including senior indebtedness. Our subsidiaries may also from time to time incur additional debt and liabilities.

        We are obligated to pay reasonable compensation to the trustee and to indemnify the trustee against certain losses, liabilities or expenses incurred by the trustee in connection with its duties relating to the notes. The trustee's claims for these payments will generally be senior to those of noteholders in respect of all funds collected or held by the trustee.

Merger and Sale of Assets by Andrew

        The indenture provides that we may not consolidate with or merge with or into any other person or convey, transfer or lease our properties and assets substantially as an entirety to another person, unless among other items:

•

we are the surviving person, or the resulting, surviving or transferee person, if other than us is organized and existing under the laws of the United States, any state thereof or the District of Columbia;



•

the successor person assumes by supplemental indenture satisfactory to the trustee all of our obligations under the notes and the indenture;



•

we or such successor person will not be in default under the indenture immediately after the transaction; and



•

we have delivered to the trustee an officers' certificate and an opinion of counsel each stating that such transaction complies with these requirements.

        When such a person assumes our obligations in such circumstances, subject to certain exceptions, we shall be discharged from all obligations under the notes and the indenture.

Events of Default; Notice and Waiver

        The following will be events of default under the indenture:

•

we fail to pay principal when due upon redemption, repurchase or otherwise on the notes, whether or not the payment is prohibited by subordination provisions;



•

we fail to pay any interest and additional interest, if any, on the notes, when due and such failure continues for a period of 30 days, whether or not the payment is prohibited by subordination provisions of the indenture;



•

we fail to provide timely notice of a designated event;



•

we fail to perform or observe any of the covenants in the indenture for 60 days after written notice to us from the trustee (or to us and the trustee from the holders of at least 25% in principal amount of the outstanding notes); or



•

certain events involving our bankruptcy, insolvency or reorganization.

26

        The trustee may withhold notice to the holders of the notes of any default, except defaults in payment of principal, premium, interest or additional interest, if any, on the notes. However, the trustee must consider it to be in the interest of the holders of the notes to withhold this notice.

        If an event of default occurs and continues, the trustee or the holders of at least 25% in principal amount of the outstanding notes may declare the principal and accrued interest, including additional interest, if any, on the outstanding notes to be immediately due and payable. In case of certain events of bankruptcy or insolvency involving us, the principal and accrued interest, including additional interest, if any, on the notes will automatically become due and payable. However, if we cure all defaults, except the nonpayment of principal, premium, if any, interest or additional interest, if any, that became due as a result of the acceleration, and meet certain other conditions, with certain exceptions, this declaration may be cancelled and the holders of a majority of the principal amount of outstanding notes may waive these past defaults.

        Payments of principal, premium, if any, or interest or additional interest, if any on the notes that are not made when due will accrue interest from the required payment date at an annual rate of 1% above the then applicable interest rate for the notes.

        The holders of a majority of outstanding notes will have the right to direct the time, method and place of any proceedings for any remedy available to the trustee, subject to limitations specified in the indenture.

        No holder of the notes may pursue any remedy under the indenture, except in the case of a default in the payment of principal, interest or additional interest, if any, on the notes, unless:

•

the holder has given the trustee written notice of an event of default;



•

the holders of at least 25% in principal amount of outstanding notes make a written request, and offer reasonable indemnity, to the trustee to pursue the remedy;



•

the holder or holders have offered reasonable security or indemnity to the trustee against any costs, liability or expense of the trustee;



•

the trustee does not receive an inconsistent direction from the holders of a majority in principal amount of the notes; and



•

the trustee fails to comply with the request within 60 days after receipt of the request and offer of indemnity.

Modification and Waiver

        The consent of the holders of a majority in principal amount of the outstanding notes is required to modify or amend the indenture. However, a modification or amendment requires the consent of the holder of each outstanding note if it would:

•

extend the fixed maturity of any note;



•

reduce the rate or extend the time for payment of interest or additional interest, if any, of any note;



•

reduce the principal amount of any note;



•

reduce any amount payable upon redemption or repurchase of any note;



•

adversely change our obligation to repurchase any note at the option of a holder or upon a designated event;



•

impair the right of a holder to institute suit for payment on any note or reduce the number of shares of common stock or the amount of any other property receivable upon conversion;

27

•

change the currency in which any note is payable;



•

impair the right of a holder to convert any note;



•

adversely modify, in any material respect, the subordination provisions of the indenture;



•

reduce the quorum or voting requirements under the indenture;



•

subject to specified exceptions, modify certain of the provisions of the indenture relating to modification or waiver of provisions of the indenture; or



•

reduce the percentage of notes required for consent to any modification of the indenture.

        We are permitted to modify certain provisions of the indenture without the consent of the holders of the notes.

Form, Denomination and Registration

        The notes were issued:

•

in fully registered form;



•

without interest coupons; and



•

in denominations of $1,000 principal amount and integral multiples of $1,000.

Global Note, Book-Entry Form

        Notes are evidenced by one or more global notes, which have been deposited with DTC and registered in the name of Cede & Co. as DTC's nominee. Except as set forth below, a global note may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee.

        Beneficial interests in a global note may be held through organizations that are participants in DTC (called "participants"). Transfers between participants will be effected in the ordinary way in accordance with DTC rules and will be settled in clearing house funds. The laws of some states require that certain persons take physical delivery of securities in definitive form. As a result, the ability to transfer beneficial interests in the global note to such persons may be limited.

        Beneficial interests in a global note held by DTC may be held only through participants, or certain banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a participant, either directly or indirectly (called "indirect participants"). So long as Cede & Co., as the nominee of DTC, is the registered owner of a global note, Cede & Co. for all purposes will be considered the sole holder of such global note. Except as provided below, owners of beneficial interests in a global note will:

•

not be entitled to have certificates registered in their names;



•

not receive physical delivery of certificates in definitive registered form; and



•

not be considered holders of the global note.

        We will pay interest, including additional interest, if any, on and the redemption price and the repurchase price of a global note to Cede & Co., as the registered owner of the global note, by wire transfer of immediately available funds on each interest payment date or the redemption or repurchase date, as the case may be. Neither we, the trustee nor any paying agent will be responsible or liable:

•

for the records relating to, or payments made on account of, beneficial ownership interests in a global note; or

28

•

for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

        Neither we, the trustee, registrar, paying agent nor conversion agent have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. DTC has advised us that it will take any action permitted to be taken by a holder of notes, including the presentation of notes for conversion, only at the direction of one or more participants to whose account with DTC interests in the global note are credited, and only in respect of the principal amount of the notes represented by the global note as to which the participant or participants has or have given such direction.

        DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York, and a member of the Federal Reserve System;



•

a "clearing corporation" within the meaning of the Uniform Commercial Code; and



•

a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act.

        DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants. Participants include securities brokers, dealers, banks, trust companies and clearing corporations and other organizations. Some of the participants or their representatives, together with other entities, own DTC. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

        DTC has agreed to the foregoing procedures to facilitate transfers of interests in a global note among participants. However, DTC is under no obligation to perform or continue to perform these procedures, and may discontinue these procedures at any time.

        We will issue notes in definitive certificate form only if:

•

DTC notifies us that it is unwilling or unable to continue as depositary or DTC ceases to be a clearing agency registered under the Securities Exchange Act, and a successor depositary is not appointed by us within 90 days;



•

an event of default shall have occurred and the maturity of the notes shall have been accelerated in accordance with the terms of the notes and any holder shall have requested in writing the issuance of definitive certificated notes; or



•

we have determined in our sole discretion that notes shall no longer be represented by a global note.

Registration Rights of the Noteholders

        We entered into a registration rights agreement with the initial purchasers. In the registration rights agreement, we agreed use our best efforts to cause the shelf registration statement, of which this prospectus is a part, to become effective by February 4, 2004. We also agreed to use our best efforts to keep the shelf registration statement effective until there are no longer any registrable securities.

        When we use the term "registrable securities" in this section, we are referring to the notes and the common stock issuable upon conversion of the notes until the earliest of:

•

the effective registration under the Securities Act and the resale of the securities in accordance with the registration statement;

29

•

the expiration of the holding period with respect to the registrable securities under Rule 144(k) under the Securities Act; and



•

the sale to the public of the registrable securities pursuant to Rule 144 under the Securities Act.

        We may suspend the use of the prospectus under certain circumstances relating to pending corporate developments, public filings with the SEC and similar events. Any suspension period shall not:

•

exceed 30 days in any three-month period; or



•

an aggregate of 90 days for all periods in any 12-month period.

Notwithstanding the foregoing, we are permitted to suspend the use of the prospectus for up to 60 days in any three-month period under certain circumstances, relating to possible acquisitions, financings or other similar transactions.

        We will pay additional interest on the notes and liquidated damages in respect of the common stock on the interest payment dates for the notes if the prospectus is unavailable for periods in excess of those permitted above:

•

on the notes at an annual rate equal to 0.5% of the aggregate principal amount of the notes outstanding during the additional period the prospectus is unavailable; and



•

on the common stock that has been converted, at an annual rate equal to 0.5% of an amount equal to $1,000 divided by the conversion rate in effect during such periods.

        A holder who elects to sell registrable securities pursuant to the shelf registration statement will be required to:

•

be named as a selling securityholder in the prospectus;



•

deliver a prospectus to purchasers; and



•

be subject to the provisions of the registration rights agreement, including indemnification provisions.

        Under the registration rights agreement we will:

•

pay all expenses of the shelf registration statement;



•

provide each registered holder copies of the prospectus;



•

notify holders when the shelf registration statement has become effective; and



•

take other reasonable actions as are required to permit unrestricted resales of the registrable securities in accordance with the terms and conditions of the registration rights agreement.

Rule 144A Information Request

        We will furnish to the holders or beneficial holders of the notes or the underlying common stock and prospective purchasers, upon their request, the information required under Rule 144A(d)(4) under the Securities Act until such time as such securities are no longer "restricted securities" within the meaning of Rule 144 under the Securities Act, assuming these securities have not been owned by an affiliate of ours.

30

Information Concerning the Trustee

        We have appointed BNY Midwest Trust Company, the trustee under the indenture, as paying agent, conversion agent, note registrar and custodian for the notes. The trustee or its affiliates may provide banking and other services to us in the ordinary course of their business.

        The indenture contains certain limitations on the rights of the trustee, if it or any of its affiliates is then our creditor, to obtain payment of claims in certain cases or to realize on certain property received on any claim as security or otherwise. The trustee and its affiliates will be permitted to engage in other transactions with us. However, if the trustee or any affiliate continues to have any conflicting interest and a default occurs with respect to the notes, the trustee must eliminate such conflict or resign.

Governing Law

        The notes, the indenture and the registration rights agreement are governed by, and construed in accordance with, the laws of the State of New York.

Description of Capital Stock

        The following descriptions of our common stock and preferred stock summarize the material terms and provisions of these securities. For the complete terms of our common stock and preferred stock, please refer to our restated certificate of incorporation, bylaws and stockholders rights agreement that are incorporated by reference into this prospectus. The terms of these securities may also be affected by the General Corporation Law of the State of Delaware. The summary below is qualified in its entirety by reference to our restated certificate of incorporation, bylaws and stockholder rights agreement.

Authorized Capital Stock

        Our certificate of incorporation authorizes 400,000,000 shares of common stock, $.01 par value per share, and 1,000,000 shares of Series A 7.75% Convertible Preferred Stock, no par value per share. As of September 30, 2003, an aggregate of 157,901,509 shares of our common stock were outstanding and an aggregate of 183,720 shares of Series A 7.75% Convertible Preferred Stock were outstanding.

Common Stock

        Voting Rights.    Each holder of common stock is entitled to one vote for each share of our common stock held of record on the applicable record date on all matters submitted to a vote of shareholders.

        Dividend Rights; Rights upon Liquidation.    The holders of common stock are entitled to receive, from funds legally available for the payment thereof, dividends when and as declared by resolution of the board of directors, subject to the dividend preference of any outstanding Series A 7.75% Convertible Preferred Stock. In the event of liquidation, each share of common stock is entitled to share pro rata in any distribution of our assets after payment or providing for the payment of liabilities and any liquidation preference of any outstanding Series A 7.75% Convertible Preferred Stock.

        Preemptive Rights.    Holders of common stock have no preemptive rights to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities.

Series A 7.75% Convertible Preferred Stock

        Designation and Amount.    The Series A 7.75% Convertible Preferred Stock has no par value and a liquidation preference of $50.00 per share plus accrued and unpaid dividends. The authorized number of shares of Series A 7.75% Convertible Preferred Stock is 1,000,000. Each share of Series A 7.75%

31

Convertible Preferred Stock is currently convertible into 11.526 shares of our common stock, which is calculated by dividing the liquidation preference per share of $50.00 by the conversion price, which is currently $4.338 per share of common stock and which is subject to adjustment upon the occurrence of certain events as set forth in the restated certificate of incorporation.

        Rank.    The Series A 7.75% Convertible Preferred Stock, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, ranks senior to the common stock and each other class of capital stock or series of preferred stock established after the original issue date of the Series A 7.75% Convertible Preferred Stock by the board of directors, the terms of which do not expressly provide that such class or series ranks senior to or on parity with the Series A 7.75% Convertible Preferred Stock as to such rights, and on parity with any class of capital stock or series of preferred stock established after the original issue date of the Series A 7.75% Convertible Preferred Stock by the board of directors, the terms of which expressly provide that such class or series will rank on parity with the Series A 7.75% Convertible Preferred Stock as to such rights. The Series A 7.75% Convertible Preferred Stock ranks junior to each class of capital stock or series of preferred stock established after the original issue date of the Series A 7.75% Convertible Preferred Stock by the board of directors, the terms of which expressly provide that such class or series will rank senior to the Series A 7.75% Convertible Preferred Stock as to dividend rights or rights upon our liquidation, winding-up or dissolution.

        Dividends.    Subject to the rights of any holders of stock ranking senior to, or pari passu with, the Series A 7.75% Convertible Preferred Stock, holders of shares of Series A 7.75% Convertible Preferred Stock will be entitled to receive, when, as and if declared by the board of directors out of assets that are legally available for payment, dividends at the annual rate of 7.75% of the liquidation preference of $50.00 per share of Series A 7.75% Convertible Preferred Stock. This is equivalent to $3.875 per share annually. Dividends on the Series A 7.75% Convertible Preferred Stock will be payable quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year, commencing August 15, 2003. At our option, we may pay any dividend on the Series A 7.75% Convertible Preferred Stock in cash, in shares of common stock, or in a combination of cash and shares of common stock.

        Mandatory Redemption.    On, but not before, February 15, 2014, subject to legal availability of funds therefor, we must redeem all outstanding shares of Series A 7.75% Convertible Preferred Stock at a redemption price in cash equal to the liquidation preference of the Series A 7.75% Convertible Preferred Stock.

        Liquidation Preference.    In the event of voluntary or involuntary liquidation, winding-up or dissolution of Andrew, each holder of Series A 7.75% Convertible Preferred Stock will, subject to the prior rights of any holders of any stock ranking senior to the Series A 7.75% Convertible Preferred Stock, be entitled to receive and to be paid out of our assets available for distribution to our stockholders, before any payment or distribution is made to holders of any stock ranking junior to the Series A 7.75% Convertible Preferred Stock (including common stock), a liquidation preference in the amount of $50.00 per share of Series A 7.75% Convertible Preferred Stock.

        Voting Rights.    The shares of Series A 7.75% Convertible Preferred Stock have no voting rights except as specifically provided in the restated certificate of incorporation or otherwise required by Delaware law from time to time.

        Conversion.    Each share of Series A 7.75% Convertible Preferred Stock will be convertible at the option of the holder thereof at any time. At any time on or after February 20, 2005, we may, at our option, cause all, but not a portion, of the outstanding shares of Series A 7.75% Convertible Preferred Stock to be automatically converted into that number of shares of our common stock for each share of Series A 7.75% Convertible Preferred Stock equal to the then prevailing conversion ratio, plus cash in lieu of any fractional shares. We may exercise this right to cause a mandatory conversion only if the closing price of our common stock equals or exceeds 125% of the then prevailing conversion price for

32

at least 20 trading days in any consecutive 30-day trading period, including the last trading day of such 30-day period, ending on the trading day prior to the issuance of a press release, or, if no press release is issued, mailing of a notice announcing the mandatory conversion.

Rights

        We have adopted a Stockholder Rights Plan, in the form of a Rights Agreement, under which each share of common stock has associated with it one common stock purchase right (a "right"). Each right entitles the holder to purchase, under the circumstances described below, one share of common stock for a price of $500.00, subject to adjustment pursuant to the rights agreement. The rights are not currently exercisable and, until they are exercisable, are transferable only with the related shares of common stock. Separate rights certificates will be distributed when the rights become exercisable. The holder of a right has no rights as a stockholder of Andrew, including the right to vote or to receive dividends. The rights will expire at the close of business on December 16, 2006, unless redeemed by the company prior to such date.

        The rights become exercisable at the specified exercise price upon the earlier to occur of (i) 10 days after a public announcement that any person or group, other than Andrew and certain related entities (an "excluded person") has acquired (an "acquiring person") beneficial ownership of 15% or more of the outstanding shares of common stock and (ii) 10 business days (unless delayed by the board of directors) after any person or group (other than an excluded person) has commenced, or announced the intention to commence, a tender or exchange offer that would, upon its consummation, result in such person or exchange offer that would, upon its consummation, result in such person or group being the beneficial owner of 15% or more of the outstanding shares of common stock.

        In the event that any person or group becomes an acquiring person, each holder of a right, other than the acquiring person (whose rights thereafter will be void), is entitled to purchase that number of shares of common stock having a market value at the time of such acquisition of two times the exercise price of the right. After a person or group has become an acquiring person, if Andrew is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, each holder of a right is entitled to purchase that number of shares of common stock of the acquiring company that at the time of such acquisition has a market value of two times the exercise price of the right

        The rights are redeemable, as a whole, at a redemption price of $.001 per right, subject to adjustment, at any time prior to the acquisition by a person or group of beneficial ownership of 15% or more of the outstanding shares of common stock.

        At any time after any person or group becomes an acquiring person and before such acquiring person acquires 50% or more of the outstanding shares of common stock, the board of directors may exchange the rights (other than rights that have become void) in whole or in part, at an exchange ratio of one share of common stock per right (subject to adjustment), or cash, other equity or debt securities of Andrew, other assets, or any combination of the foregoing, having an aggregate value equal to the then current market price of one share of common stock.

        Anti-Takeover Effects of Rights.    Although the rights are not intended to prevent an acquisition of Andrew on terms that are favorable and fair to all stockholders, the rights may discriminate against a prospective holder of common stock as a result of such holder owning a substantial amount of shares and may have the effect of delaying deferring or preventing a change in control of Andrew. The rights should not interfere, however, with any merger or business combination approved by our board of directors since we may redeem the rights prior to the time that a person or group becomes an acquiring person. Nonetheless, by causing substantial dilution to a person or group that attempts to acquire Andrew on terms not approved by our board of directors, the rights may interfere with certain

33

acquisitions, including acquisitions that may offer a premium over market price to some or all of our stockholders.

Certain Corporate Provisions

        Acquisition Proposals.    Our restated certificate of incorporation provides that the board of directors is entitled to consider subjective factors in determining whether an acquisition proposal is in the best interests of Andrew and our stockholders. Such subjective factors include the social, legal and economic effects upon employees, suppliers, customers and our business community as well as our long-term business prospects. The restated certificate of incorporation broadly defines acquisition proposals to include any tender offer, exchange offer or other method of acquiring equity securities of Andrew to gain control by merger, consolidation or purchase of all or substantially all of our property and assets.

        Special Meetings of Stockholders; No Stockholder Action By Written Consent.    The restated certificate of incorporation and by-laws provide that special meetings of our stockholders may be called only by a majority of the board of directors. In addition, our restated certificate of incorporation and by-laws provide that our stockholders may only take actions at a duly called annual or special meeting of stockholders and may not take action by written consent.

        Advance Notice Requirements for Stockholder Proposals and Nomination of Directors.    The by-laws provide that stockholders seeking to bring business before, or nominate directors at, any annual meeting of stockholders, must provide timely notice thereof in writing. To be timely, a stockholder's notice must be given in writing to the secretary of Andrew not more than 90 days in advance of the anniversary of the prior year's annual meeting. With respect to business to be transacted or elections to be held at a special meeting of stockholders, written notice must be given to the secretary not more than 10 days after the date on which notice of the special meeting is given to such stockholder. The by-laws also specify certain requirements for a stockholder's notice to be in proper written form.

Delaware Anti-Takeover Law

        Section 203 of the Delaware General Corporation Law prohibits certain transactions between a Delaware corporation and an "interested stockholder," which is defined as a person who, together with any affiliates or associates of such person, beneficially owns, directly or indirectly, 15% or more of the outstanding voting shares of a Delaware corporation. This provision prohibits certain business combinations (defined broadly to include mergers, consolidations, sales or other dispositions of such assets having an aggregate value in excess of 10% of the consolidated assets of the corporation, and certain transactions that would increase the interested stockholder's proportionate share ownership in the corporation) between an interested stockholder and a corporation for a period of three years after the date the interested stockholder becomes an interested stockholder, unless (i) the business combination is approved by the corporation's board of directors prior to the date the interested stockholder becomes an interested stockholder, (ii) the interested stockholder acquired at least 85% of the voting stock of the corporation (other than stock held by directors who are also officers or by certain employee stock plans) in the transaction in which it becomes an interested stockholder or (iii) the business combination is approved by a majority of the board of directors and by the affirmative vote of 66²/3% of the outstanding voting stock that is not owned by the interested stockholder.

U.S. Federal Tax Considerations

General

        This is a summary of certain U.S. federal income tax consequences relevant to a holder of notes. All references to "holders" (including U.S. Holders and Non-U.S. Holders) are to beneficial owners of notes. The discussion below deals only with notes held as capital assets and does not purport to deal

34

with persons in special tax situations, including, for example, financial institutions, insurance companies, regulated investment companies, dealers in securities or currencies, tax exempt entities, persons holding notes in a tax-deferred or tax-advantaged account, or persons holding notes as a hedge against currency risks, as a position in a "straddle" or as part of a "hedging" or "conversion" transaction for tax purposes. Except where specifically indicated below, we do not address all of the tax consequences that may be relevant to a holder. In particular, we do not address:

•

the U.S. federal income tax consequences to shareholders in, or partners or beneficiaries of, an entity that is a holder of notes;



•

the U.S. federal estate, gift or alternative minimum tax consequences of the purchase, ownership or disposition of notes;



•

the U.S. federal income tax consequences to U.S. Holders (as defined below) who hold the notes whose functional currency is not the U.S. dollar;



•

any state, local or foreign tax consequences of the purchase, ownership or disposition of notes; or



•

any state, local or foreign tax consequences of owning or disposing of the common stock.

        Persons considering the purchase of notes should consult their own tax advisors concerning the application of the U.S. federal income tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the notes arising under the laws of any other taxing jurisdiction. This summary is based upon laws, regulations, rulings and decisions now in effect all of which are subject to change (including retroactive changes in effective dates) or possible differing interpretations. No rulings have been sought or are expected to be sought from the Internal Revenue Service (which we refer to as the IRS) with respect to any of the U.S. federal income tax consequences discussed below. As a result, there is a possibility that the IRS will disagree with the tax characterizations and the tax consequences described below.

        For purposes of this discussion, a "U.S. Holder" is a beneficial owner of a note that, for U.S. federal income tax purposes, is:

•

a citizen or resident alien individual of the United States;



•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized under the laws of the United States or any political subdivision thereof;



•

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



•

a trust if (1) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (2) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

A "Non-U.S. Holder" is a beneficial owner of a note that is not a U.S. Holder. If a partnership holds notes, the tax treatment of a partner generally will depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding notes should consult their own tax advisors.

We urge prospective investors to consult their own tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of the notes and the common stock in light of their own particular circumstances, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in U.S. federal or other tax laws.

35

U.S. Holders

        The following discussion is a summary of certain U.S. federal income tax consequences that will apply to you if you are a U.S. Holder.

Payments of Interest on the Notes

        Interest on the notes generally will be taxable to a U.S. Holder as ordinary income at the time it is paid or accrued in accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes.

        If our obligations under the registration rights agreement are not satisfied, then additional interest is payable in respect of the notes as described in "Description of the Notes—Registration Rights of the Noteholders" above. According to applicable Treasury regulations, the possibility of additional interest being payable will not affect the amount of interest income recognized by a U.S. Holder in advance of the payment of any additional interest, if there is only a remote chance as of the date the notes were issued that a U.S. Holder will receive additional interest. We believe that the likelihood that additional interest will become payable due to a failure to meet our obligations under the registration rights agreement is remote. Accordingly, we intend to take the position that a U.S. Holder should be required to include any such additional interest as ordinary income at the time it is paid or accrued in accordance with such U.S. Holder's regular method of accounting for U.S. federal income tax purposes. However, the IRS may take the position that such additional interest should be accrued into gross income like original issue discount, regardless of the U.S. Holder's method of tax accounting, which could affect the timing of both a U.S. Holder's recognition of income and the availability of our deduction with respect to such additional interest.

Market Discount

        If a U.S. Holder purchases a note at a price less than the note's principal amount, the U.S. Holder will be subject to special rules governing market discount. These special market discount rules will not apply if the amount of market discount is de minimis and does not exceed one quarter of one percent for each full year remaining until the maturity of the notes. Under the market discount rules, any gain that a U.S. Holder recognizes upon a sale or other disposition of the note generally will be treated as ordinary income rather than capital gain to the extent of that portion of the market discount that accrued prior to the disposition. Market discount will accrue on a straight-line basis over the remaining term of the note, unless a U.S. Holder elects to compute accrued market discount based on the economic yield of the note. Any market discount accrued prior to conversion will not be recognized upon conversion, however, such market discount will be recognized as ordinary income upon a disposition of the stock. Finally, if the purchase of a note is debt-financed, a U.S. Holder generally will not be entitled to deduct interest expense allocable to accrued market discount until the corresponding interest income is recognized. A U.S. Holder may elect to include market discount in income as it accrues. If that election is made, all gain on a disposition of the note generally will be capital gain, and the rules deferring the deduction of interest on a related loan will not apply. The election once made applies to all market discount bonds acquired in the year of the election and all subsequent years. Such election cannot be revoked without the consent of the IRS.

Acquisition Premium

        If a U.S. Holder purchases a note at a premium (that is, at a price that exceeds the note's principal amount plus accrued interest), the U.S. Holder generally may elect to amortize the premium as a reduction in interest income from the note, so that the interest income will reflect the economic yield on the note. The premium is not amortizable, however, to the extent that it is attributable to the value of the conversion privilege of the note. Once made, such an election is revocable only with IRS

36

consent. The election applies to all bonds, other than bonds the interest on which is not taxable, held during or after the taxable year for which the election is made, including bonds acquired after that year. If the election to amortize premium is made, the amortized premium will reduce the U.S. Holder's tax basis in the note.

Sale, Exchange, Redemption or Other Taxable Disposition

        Upon the sale, repurchase by us at the option of a holder or exchange (other than a conversion) of a note, the redemption of a note for cash or other taxable disposition, a U.S. Holder generally will recognize gain or loss. The amount of gain or loss on a taxable sale, repurchase by us at the option of a holder, exchange (other than a conversion), redemption or other taxable disposition will be equal to the difference between (a) the amount of cash plus the fair market value of any other property received by the U.S. Holder (other than amounts attributable to accrued but unpaid interest not previously included in gross income, which are taxable as ordinary interest income, but including amounts representing accrued market discount), and (b) the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note will generally be equal to the U.S. Holder's original purchase price less any amortized acquisition premium plus any market discount included in income on a current basis. Such gain or loss generally will be capital gain or loss, and will constitute long-term capital gain or loss if the notes are held for more than one year. Certain U.S. Holders (including individuals) are eligible for preferential rates of U.S. federal income taxation in respect of long-term capital gains. The deductibility of capital losses is subject to limitations under the Code.

Conversion of the Notes

        A U.S. Holder generally will not recognize gain or loss on the conversion of notes into common stock, except for any cash received in lieu of a fractional share of common stock as described below. A U.S. Holder's tax basis in the common stock received upon conversion will be the same as its adjusted tax basis in the notes at the time of conversion, reduced by any basis attributable to fractional shares and increased, for a cash method U.S. Holder, by any accrued but unpaid interest that is required to be recognized by such U.S. Holder upon conversion. For U.S. federal income tax purposes, a U.S. Holder's holding period for the common stock generally will include its holding period for the notes converted.

        Any cash received in lieu of a fractional share of common stock upon conversion should be treated as a payment in exchange for the fractional share of common stock. Accordingly, a U.S. Holder will recognize capital gain or loss (measured by the difference between the cash received for the fractional share and the U.S. Holder's adjusted tax basis in the fractional share), and the discussion below under "—Sale of Exchange of Common Stock" generally will apply.

Constructive Dividends

        If at any time we increase the conversion rate, either at our discretion or pursuant to the conversion rate adjustment provisions, the increase may be deemed to be the payment of a taxable dividend to the U.S. Holders of the notes. For example, an increase in the conversion rate in the event of distributions of our evidences of indebtedness or our assets or an increase in the event of a cash dividend could result in deemed dividend treatment to holders of the notes, but generally an increase in the event of stock dividends or the distribution of rights to subscribe for common stock will not.

37

Distributions on Our Common Stock

        Distributions on our common stock will constitute dividends for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. Dividends paid to a U.S. Holder that is a "C" corporation may qualify for a dividends-received deduction subject to applicable limitations.

        To the extent that a U.S. Holder receives distributions on our common stock that would otherwise constitute dividends for U.S. federal income tax purposes but that exceed our current and accumulated earnings and profits, the distribution will be treated first as a non-taxable return of capital, which reduces a holder's basis in the common stock. Any such distribution in excess of a U.S. Holder's basis in the common stock will be treated as capital gain. Such gain will be long term or short term depending on the U.S. Holder's holding period for the stock for which the distribution is made.

Sale or Exchange of Common Stock

        U.S. Holders who sell or exchange the shares of common stock received upon conversion will recognize gain or loss equal to the difference between the amount realized on the sale or exchange and their adjusted tax basis in those shares. Any such gain or loss will generally be long-term capital gain or loss if the shares have been held or have been deemed to be held for more than one year. However, gain attributable to accrued market discount that attached to the common stock upon conversion of notes will be taxable as ordinary income.

Backup Withholding Tax and Information Reporting

        Payments of principal, premium, if any, and interest (including original issue discount) on, and the proceeds of dispositions of, the notes, and distributions on and the proceeds of dispositions of common stock received upon conversion of the notes, may be subject to information reporting and U.S. federal backup withholding tax if the U.S. Holder thereof fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting or certification requirements. Any amounts so withheld will be allowed as a credit against such U.S. Holder's U.S. federal income tax liability.

Non-U.S. Holders

        The following is a summary of certain U.S. federal tax consequences that will apply to you if you are a Non-U.S. Holder.

Non-U.S. Holders should consult their own tax advisors to determine the U.S. federal, state, local and foreign tax consequences that may be relevant to them.

Payments with Respect to the Notes

        All payments on the notes to a Non-U.S. Holder, including additional interest and a payment in common stock pursuant to a conversion, and any gain realized on a sale or exchange of the notes, will be exempt from U.S. federal income or withholding tax, provided that:

(i)

such Non-U.S. Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote, and is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;



(ii)

the beneficial owner of a note certifies on IRS Form W-8BEN (or successor form), under penalties of perjury, that it is not a U.S. person and provides its name and address or otherwise satisfies applicable documentation requirements;

38

(iii)

such payments and gain are not effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States (or, where a tax treaty applies, are attributable to a United States permanent establishment); and



(iv)

in the case of a Non-U.S. Holder who is a non-resident alien individual, the individual is not present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met.

        If a Non-U.S. Holder of the notes is engaged in a trade or business in the United States, and if interest on the notes is effectively connected with the conduct of such trade or business (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment), the Non-U.S. Holder, although exempt from the withholding tax discussed in the preceding paragraphs, will generally be subject to regular U.S. federal income tax on interest and on any gain realized on the sale, exchange, conversion or redemption of the notes in the same manner as if it were a U.S. Holder. In lieu of the certificate described in the preceding paragraph, such a Non-U.S. Holder will be required to provide to the withholding agent a properly executed IRS Form W-8ECI (or successor form) in order to claim an exemption from withholding tax. In addition, if such a Non-U.S. Holder is a foreign corporation, such Holder may be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Dividends on Our Common Stock

        Dividends, if any, paid on common stock received upon a conversion of the notes to Non-U.S. Holders, and any deemed dividends resulting from an adjustment to the conversion price (see "U.S. Holders-Constructive Dividends" above), generally will be subject to a 30% U.S. federal withholding tax, subject to reduction if the Non-U.S. Holder is eligible for the benefits of an applicable income tax treaty. A Non-U.S. Holder is required to file an IRS Form W-8BEN to claim tax treaty benefits. However, except to the extent otherwise provided under an applicable tax treaty, a Non-U.S. Holder generally will be taxed in the same manner as a U.S. holder on dividends paid (or deemed paid) that are effectively connected with the conduct of a trade of business in the United States. A Non-U.S. Holder is not entitled to a reduction in or an exemption from U.S. federal withholding tax if the payor or agent knows or has reason to know that the Non-U.S. Holder is not entitled to a reduction or exemption.

Sale or Exchange of our Notes or Common Stock

        A Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized on the sale, exchange or redemption of a note, or the sale or exchange of our common stock received upon conversion unless:

•

the holder is an individual present in the United States for 183 days or more in the year of such sale, exchange or redemption and certain other requirements are met;



•

the income or gain is "U.S. trade or business income," which means income or gain that is effectively connected with the conduct of a trade or business in the United States and, if the holder is entitled to the benefits under an applicable tax treaty, is attributable to a permanent establishment or a fixed base in the United States;



•

the holder is subject to the provisions of U.S. tax law applicable to certain United States expatriates; or



•

in the case of common stock held by a person who holds more than 5% of such stock, we are or have been at any time within the shorter of the five year period preceding such sale or other disposition or the period during which such Non-U.S. Holder held the common stock, a U.S.

39

real property holding corporation (a "USRPHC") for U.S. Federal Income Tax purposes. We do not believe we have been, are or will become a USRPHC.

Backup Withholding Tax and Information Reporting

        In general, a Non-U.S. Holder will not be subject to backup withholding and information reporting with respect to payments made by us with respect to the notes if the Non-U.S. Holder has provided us with an IRS Form W-8BEN described above and we do not have actual knowledge or reason to know that such Non-U.S. Holder is a U.S. person. In addition, no backup withholding will be required regarding the proceeds of the sale of notes made within the United States or conducted through certain U.S. financial intermediaries if the payor receives that statement described above and does not have actual knowledge or reason to know that the Non-U.S. Holder is a U.S. person or the Non-U.S. Holder otherwise establishes an exemption.

Selling Securityholders

        We originally issued the notes in August 2003 to the initial purchasers, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Citigroup Global Markets Inc., Credit Suisse First Boston LLC and U.S. Bancorp Piper Jaffray Inc., in a private placement and in connection with the exercise in full by the initial purchasers of their option to purchase additional notes. The notes were immediately resold by the initial purchasers in transactions exempt from registration under Rule 144A under the Securities Act to persons reasonably believed by the initial purchasers to be qualified institutional buyers under Rule 144A. Selling securityholders, which term includes their transferees, pledgees, donees or their successors, may from time to time offer and sell the notes and the common stock into which the notes are convertible pursuant to this prospectus or any applicable prospectus supplement.

        The following table sets forth certain information, as of October 24, 2003, concerning the principal amount of notes beneficially owned and the number of shares of common stock issuable upon conversion of those notes that may be offered from time to time under this prospectus by the selling securityholders named in the table. This information is based on information provided by or on behalf of the selling securityholders. We will identify additional selling securityholders, if any, by prospectus supplement or post-effective amendment before they offer or sell their securities. Information concerning the selling securityholders may change from time to time and any changed information will be set forth in supplements to this prospectus if and when necessary.

        The number of shares of common stock issuable upon conversion of the notes shown in the table below assumes conversion of the full amount of notes held by each selling securityholder at an initial conversion rate of 73.0482 shares per $1,000 principal amount of notes. This conversion price is subject to adjustment in certain events. Accordingly, the number of conversion shares may increase or decrease from time to time. Under the terms of the indenture, fractional shares will not be issued upon conversion of the notes, but will be paid in cash.

        The selling securityholders may offer all, a portion or none of the notes or common stock issuable upon conversion of the notes. Because the selling securityholders may offer a portion of the notes or common stock, we cannot estimate the amount of the notes or the common stock that will be held by the selling securityholders upon termination of any of these sales. In addition, the selling securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their notes in transactions exempt from the registration requirements of the Securities Act since the date on which they provided the information to us regarding their holdings.

        The percentage of common stock beneficially owned and being offered by each selling securityholder is based on 157,931,684 shares of our common stock outstanding as of October 24, 2003.

40

The percentage of notes beneficially owned by each selling securityholder is based on $240,000,000 aggregate principal amount of notes outstanding.

        To our knowledge, none of the selling securityholders has had a material relationship with us or any of our predecessors or affiliates within the past three years.

Name	Principal Amount of Notes Beneficially Owned and Offered		Percentage of Notes Outstanding		Shares of Common Stock Beneficially Owned Before the Offering(1)	Conversion Shares of Common Stock Offered	Percentage of Common Stock Outstanding(2)
AIG DKR SoundShore Oasis Holding Fund Ltd.	$	1,500,000	*		—	109,572	—
AIG DKR SoundShore Strategic Holding Fund Ltd.		1,000,000	*		—	73,048	—
Akela Capital Master Fund, Ltd.		9,500,000	4.0	%	—	693,957	—
American AAdvantage Funds		425,000	*		—	31,045	—
Argent Classic Convertible Arbitrage Fund, L.P.		900,000	*		—	65,743	—
Argent Classic Convertible Arbitrage Fund II, L.P.		300,000	*		—	21,914	—
Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd.		2,700,000	1.1		—	197,230	—
Argent LowLev Convertible Arbitrage Fund Ltd.		3,000,000	1.3		—	219,144	—
Associated Electric & Gas Insurance Services Limited		300,000	*		—	21,914	—
Aventis Pension Master Trust		270,000	*		—	19,723	—
Barclays Global Investors Diversified Alpha Plus Funds c/o Forest Investment Management LLC		37,000	*		—	2,702	—
BBT Fund, L.P.		7,000,000	2.9		—	511,337	—
BNP Paribas Equity Strategies SNC		83,000	*		71,568	6,063	—
Boilermaker—Blacksmith Pension Trust		1,500,000	*		—	109,572	—
CALAMOS® Convertible Fund—CALAMOS® Investment Trust		13,500,000	5.6		—	986,150	—
CALAMOS® Convertible Portfolio—CALAMOS® Advisors Trust		180,000	*		—	13,148	—
CEMEX Pension Plan		135,000	*		—	9,861	—
City of Knoxville Pension System		315,000	*		—	23,010	—
CNH CA Master Account, L.P.		3,000,000	1.3		—	219,144	—
Concentrated Alpha Partners, L.P.		1,000,000	*		—	73,048	—
Context Convertible Arbitrage Fund, LP		990,000	*		—	72,317	—
Context Convertible Arbitrage Offshore, Ltd.		2,310,000	*		—	168,741	—
CooperNeff Convertible Strategies (Cayman) Master Fund, L.P.		86,000	*		—	6,282	—
DBAG London		30,285,000	12.6		—	2,212,264	1.4	%

41

Delta Airlines Master Trust	1,500,000	*	—	109,572	—
Delta Pilots Disability and Survivorship Trust	430,000	*	—	31,410	—
DKR Saturn Event Driven Holding Fund Ltd.	4,000,000	1.7	—	292,192	—
DKR Saturn Special Situations Holding Fund Ltd.	4,000,000	1.7	—	292,192	—
Dorinco Reinsurance Company	820,000	*	—	59,899	—
Fore Convertible Master Fund LTD	13,669,000	5.7	—	998,495	—
Forest Fulcrum Fund LP	223,000	*	—	16,289	—
Forest Global Convertible Fund, Ltd., Class A-5	701,000	*	—	51,206	—
Forest Multi-Strategy Master Fund SPC, on behalf of its Multi-Strategy Segregated Portfolio	285,000	*	—	20,818	—
Gaia Offshore Master Fund Ltd.	3,200,000	1.3	—	233,754	—
Guggenheim Portfolio Company VIII, LLC	2,733,000	1.1	—	199,640	—
Highbridge International LLC	19,000,000	7.9	—	1,387,915	—
Kettering Medical Center Funded Depreciation Account	80,000	*	—	5,843	—
Knoxville Utilities Board Retirement System	140,000	*	—	10,226	—
Louisiana Workers' Compensation Corporation	370,000	*	—	27,027	—
Lyxor/Convertible Arbitrage Fund, Limited	5,000	*	—	365	—
Lyxor/Forest Fund Ltd. c/o Forest Investment Management LLC	439,000	*	—	32,068	—
Lyxor/Gaia II Fund Ltd.	800,000	*	—	58,438	—
Macomb County Employees' Retirement System	310,000	*	—	22,644	—
Man Convertible Bond Master Fund, Ltd.	2,000,000	*	—	146,096	—
Man Mac I Limited	2,733,000	1.1	—	199,640	—
McMahan Securities Co. L.P.	1,450,000	*	—	105,919	—
National Bank of Canada c/o Putnam Lovell NBF Securities Inc.	2,000,000	*	—	146,096	—
Nisswa Master Fund Ltd.	200,000	*	—	14,609	—
Northern Income Equity Fund	1,000,000	*	—	73,048	—
Polaris Vega Fund L.P.	1,250,000	*	—	91,310	—

42

Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union	675,000	*	—	49,307	—
Prisma Foundation	100,000	*	—	7,304	—
RBC Alternative Assets LP c/o Forest Investment Management LLC	21,000	*	—	1,534	—
Relay 11 Holdings Co. c/o Forest Investment Management LLC	47,000	*	—	3,433	—
S.A.C. Capital Associates, LLC	3,000,000	1.3	125,000	219,144	—
SCI Endowment Care Common Trust Fund—First Union	40,000	*	—	2,921	—
SCI Endowment Care Common Trust Fund—National Fiduciary Services	170,000	*	—	12,418	—
SCI Endowment Care Common Trust Fund—Suntrust	85,000	*	—	6,209	—
SG Cowen Securities—Convertible Arbitrage	2,500,000	1.0	—	182,620	—
Singlehedge U.S. Convertible Arbitrage Fund	14,000	*	—	1,022	—
Sphinx Convertible Arbitrage SPC c/o Forest Investment Management LLC	27,000	*	—	1,972	—
Sphinx Fund c/o TQA Investors, LLC	59,000	*	—	4,309	—
SPT	1,850,000	*	—	135,139	—
St. Thomas Trading, Ltd.	3,000,000	1.3	—	219,144	—
Sturgeon Limited	12,000	*	—	876	—
Sunrise Partners Limited Partnership	4,500,000	1.9	—	328,716	—
TD Securities (USA) Inc.	13,340,000	5.6	—	974,462	—
Teachers Insurance and Annuity Association of America	4,000,000	1.7	—	292,192	—
The California Wellness Foundation	430,000	*	—	31,410	—
The Coast Fund, L.P.	1,000,000	*	—	73,048	—
The Cockrell Foundation	60,000	*	—	4,382	—
The Dow Chemical Company Employees' Retirement Plan	2,700,000	1.1	—	197,230	—
The Fondren Foundation	150,000	*	—	10,957	—
TQA Master Fund, Ltd.	2,268,000	*	—	165,673	—
TQA Master Plus Fund, Ltd.	1,758,000	*	—	128,418	—
Union Carbide Retirement Account	1,300,000	*	—	94,962	—

43

United Food and Commercial Workers Local 1262 and Employers Pension Fund		650,000	*		—	47,481	—
Univar USA Inc. Retirement Plan		325,000	*		—	23,740	—
Univest Convertible Arbitrage Fund Ltd. c/o Forest Investment Management LLC		45,000	*		—	3,287	—
Van Kampen Harbor Fund		2,000,000	*		—	146,096	—
Xavex Convertible Arbitrage 4 Fund c/o Forest Investment Management LLC		45,000	*		—	3,287	—
Xavex Convertible Arbitrage 7 Fund c/o TQA Investors, LLC		390,000	*		—	28,488	—
Xavex Convertible Arbitrage 10 Fund		300,000	*		—	21,914	—
Zurich Institutional Benchmarks Master Fund Ltd. c/o Forest Investment Management LLC		63,000	*		—	4,602	—
Zurich Institutional Benchmarks Master Fund, Ltd. c/o TQA Investors, LLC		282,000	*		—	20,599	—
	Total	190,860,000	79.53	%	196,568	13,941,936	8.2	%

*

Less than one percent.

(1)

Does not include shares of common stock issuable upon conversion of the notes.

(2)

Calculated based on Rule 13d-3(d)(1) under the Securities Exchange Act. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of the holder's notes; however, we did not assume the conversion of any other holder's notes.

44

Plan of Distribution

        The selling securityholders, which term includes all transferees, pledgees, donees or their successors, may from time to time sell the notes and the common stock into which the notes are convertible covered by this prospectus, which we refer to in this section as the "securities," directly to purchasers or offer the securities through underwriters, broker-dealers or agents, who may receive compensation in the form of underwriting discounts, concessions or commissions from the selling securityholders and/or the purchasers of securities for whom they may act as agent, which discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

        The securities may be sold in one or more transactions:

•

at fixed prices;



•

at prevailing market prices at the time of sale;



•

at varying prices determined at the time of sale; or



•

at negotiated prices.

        These sales may be effected in transactions in the following manner:

•

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;



•

in the over-the-counter-market;



•

in transactions otherwise than on these exchanges or services or in the over-the-counter market; or



•

through the writing and exercise of options, whether these options are listed on any options exchange or otherwise.

        These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade. In connection with the sale of the securities, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging positions they assume. The selling securityholders may sell the securities short and deliver securities to close out short positions, or loan or pledge the securities or broker-dealers that in turn may sell these securities. The selling securityholders may also pledge or grant security interests in some or all of their securities, and, if the selling securityholders default in the performance of their obligations, the pledgees or secured parties may offer and sell the securities from time to time pursuant to this prospectus.

        Our outstanding common stock is listed for trading on the Nasdaq National Market under the symbol "ANDW." We do not intend to list the notes on any securities exchange. We cannot assure you as to the liquidity of any trading market for the notes that may develop.

        In order to comply with the securities laws of some jurisdictions, if applicable, the holders of securities may offer and sell those securities in such jurisdictions only through registered or licensed brokers or dealers. In addition, under certain circumstances, in some jurisdictions the securities may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdiction or an exemption from registration or qualification requirements is available and is complied with.

        The selling securityholders, and any underwriters, broker-dealers or agents that participate in the sale of the securities, may be "underwriter" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any sale of the securities may be

45

underwriting compensation under the Securities Act. If the selling securityholders qualify as underwriters, they will be subject to the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. To the extent the selling securityholder may be deemed to be "underwriters," they may be subject to statutory liabilities, including Sections 11, 12 and 17 of the Securities Act.

        The selling securityholders and any other person participating in a distribution will be subject to the applicable provisions of the Securities Exchange Act and the rules and regulations thereunder. We have informed the selling securityholders that the anti-manipulative provisions of Regulation M (or any successor rules or regulations) under the Securities Exchange Act may apply to their sales in the market. With certain exceptions, Regulation M precludes the selling securityholders, any affiliated purchasers, and any broker-dealer or other person who participates in such distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of our common stock. The selling security holders have acknowledged that they understand their obligations to comply with the provisions of the Securities Exchange Act and the rules thereunder, particularly Regulation M, and have agreed that they will not engage in any transaction in violation of such provisions.

        If required, at the time of a particular offering of securities by a selling securityholder, a supplement to this prospectus will be circulated setting forth the name or names of any underwriters, broker-dealers or agents, any discounts, commissions or other terms constituting compensation for underwriters and any discounts, commissions or concessions allowed or reallowed or paid to agents or broker-dealers.

        To our knowledge, there currently are no plans, arrangements or understandings between any selling securityholder and any underwriter, broker-dealer or agent regarding the sale of the common stock by the selling securityholder.

        We entered into a registration rights agreement for the benefit of holders of the securities to register their securities under applicable federal and state securities laws under specific circumstances and at specific times. The registration rights agreements provided for cross indemnification of the selling securityholders and us and their and our respective directors, officers and controlling persons against specific liabilities in connection with the offer and sale of the securities, including liabilities under the Securities Act. Pursuant to the registration rights agreement, we will bear all fees and expenses incurred in connection with the registration of the securities, except that selling securityholders will pay all underwriting discounts and commissions.

        There can be no assurance that a selling securityholder will sell any or all of its securities covered by this prospectus. We cannot assure holders that any selling securityholder will use this prospectus to sell any or all of the notes or the common stock issuable upon conversion of the notes. Any securities covered by this prospectus that qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. In addition, a selling securityholder may transfer, devise or gift the notes and the common stock issuable upon conversion of the notes by other means not described in this prospectus.

        We will make copies of this prospectus available to selling securityholders and have informed them of the requirement for delivery of copies of this prospectus to purchasers at or before the time of any sale of the shares.

        Sales of a substantial number of shares of common stock by the selling securityholders, or the perception that sales could occur, could adversely affect the market price for shares of our common stock.

46

Legal Matters

        Gardner Carton & Douglas, Chicago, Illinois, will pass upon the validity of the common stock offered by this prospectus. Attorneys of that firm participating in the preparation of this prospectus owned 37,300 shares of Andrew common stock as of October 24, 2003.

Experts

        The consolidated financial statements and schedule of Andrew Corporation incorporated by reference in Andrew Corporation's Annual Report on Form 10-K for the year ended September 30, 2002 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated therein and herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such report given on the authority of such Firm as experts in accounting and auditing.

        The consolidated financial statements and the related financial statement schedule of Allen incorporated in this prospectus by reference from Allen's Annual Report on Form 10-K for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph referring to Allen's change in the method of accounting for goodwill and intangible assets, and an explanatory paragraph describing the merger transaction with Andrew), which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such Firm given upon their authority as experts in accounting and auditing.

        The financial statements of Lucent Technologies Inc.'s FreshStart Amplifier Venture ("FreshStart") incorporated in this prospectus by reference to Andrew Corporation's Current Report on Form 8-K/A dated August 6, 2002 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to FreshStart's basis of presentation as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

        The financial statements of Celiant Corporation for the period from March 9, 2001 through September 30, 2001 included in our Form 8-K/A filed on August 6, 2002 and incorporated by reference in this prospectus have been audited by Arthur Andersen LLP, independent accountants, as indicated in their report with respect thereto. Andersen did not reissue its report on those financial statements, and a copy of a previously issued report was included in the Form 8-K/A. Andersen has not consented to the use of such report or to any reference made to their firm in this registration statement. You may have no effective remedy against Andersen in connection with a material misstatement or omission in these financial statements. You should refer to "Risk Factors—Risks related to Arthur Andersen LLP" for more information.

Where You Can Find More Information

        We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act. You may read and copy any document we file at the SEC's Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings also are available from the SEC's Internet site at http://www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically.

        We filed a registration statement on Form S-3 to register with the SEC the securities described in this prospectus. This prospectus is part of that registration statement. As permitted by SEC rules, this prospectus does not contain all the information contained in the registration statement or the exhibits

47

to the registration statement. You may refer to the registration statement and accompanying exhibits for more information about us and our securities.

        The SEC allows us to incorporate by reference into this document the information we filed with it. This means that we can disclose important business, financial and other information to you by referring you to other documents separately filed with the SEC. All information incorporated by reference is part of this document, unless and until that information is updated and superseded by the information contained in this document or any information subsequently incorporated by reference.

        We incorporate by reference the documents listed below:

        Documents filed by Andrew:

•

Annual Report on Form 10-K for the fiscal year ended September 30, 2002;



•

Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2002;



•

Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003;



•

Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003;



•

Current Reports on Form 8-K, filed with the Securities and Exchange Commission on August 6, 2002, February 13, 2003, February 18, 2003, February 27, 2003, April 9, 2003, April 21, 2003, June 12, 2003, July 17, 2003, July 21, 2003, July 31, 2003, August 4, 2003, August 5, 2003, August 6, 2003 and October 2, 2003 (excluding any information furnished under Item 9 or 12 of these Forms 8-K); and



•

Joint Proxy Statement/Prospectus dated June 10, 2003;

        Documents filed by Allen:

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2002;



•

Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003; and



•

Current Reports on Form 8-K, filed with the Securities and Exchange Commission on January 8, 2003, February 7, 2003, February 18, 2003, February 27, 2003, March 3, 2003, April 25, 2003, and June 11, 2003 (excluding any information furnished under Item 9 or 12 of these Forms 8-K).

        All documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act on or (i) after the date of the filing of the registration statement containing this prospectus and prior to the effectiveness of the registration statement and (ii) after the date of this prospectus and prior to the closing of the offering made hereby, except for information furnished under Item 9 or 12 of Form 8-K, which is not deemed filed and not incorporated by reference herein. Those documents will become a part of this prospectus from the date that the documents are filed with the SEC, and information contained therein will automatically update and may replace information in this prospectus and information previously filed with the SEC.

        You may obtain any of these incorporated documents from us without charge, excluding any exhibits to these documents unless the exhibit is specifically incorporated by reference in such document, by requesting them from us in writing or by telephone at the following address:

ANDREW CORPORATION
10500 West 153^rd Street
Orland Park, Illinois 60462
Telephone: (708) 349-3300
Attention: Investor Relations

        Documents may also be available on our website at www.andrew.com. Information contained on our website does not constitute a part of this prospectus.

48

PART II
Information Not Required In Prospectus

Item 14. Other Expenses of Issuance and Distribution

        The following table sets forth all fees and expenses payable by the registrant in connection with the issuance and distribution of the securities being registered. All of such expenses, except the SEC registration fee, are estimated. None of the expenses listed below will be paid by the selling securityholders.

Securities and Exchange Commission registration fee		$	19,416
Legal fees and expenses			75,000
Accounting fees and expenses			50,000
Printing fees and expenses			10,000
Trustee fees and expenses			10,000
Miscellaneous			35,584
	Total	$	200,000

Item 15. Indemnification of Directors and Officers

Limitation on Liability of Directors

        Section 145 of the Delaware General Corporation Law ("DGCL") generally permits a Delaware corporation to indemnify officers, directors, employees or agents of the corporation if they are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. Our Certificate of Incorporation provides that we shall, subject to certain limitations, indemnify our directors and officers against expenses (including attorneys' fees, judgments, fines and certain settlements) actually and reasonably incurred by them in connection with any suit or proceeding to which they are a party so long as they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, so long as they had no reasonable cause to believe their conduct to have been unlawful.

        Section 102 of the DGCL permits a Delaware corporation to include in its certificate of incorporation a provision eliminating or limiting a director's liability to a corporation or its stockholders for monetary damages for breaches of fiduciary duty. DGCL Section 102 provides, however, that liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct, or knowing violation of the law, and the unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt of improper personal benefits cannot be eliminated or limited in this manner. Our Certificate of Incorporation includes a provision that eliminates, to the fullest extent permitted, director liability for monetary damages for breaches of fiduciary duty.

Item 16. Exhibits

        See Index to Exhibits.

II-1

Item 17. Undertakings

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-2

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orland Park and State of Illinois on the 27th day of October 2003.

ANDREW CORPORATION
(Registrant)

/s/  CHARLES R. NICHOLAS Charles R. Nicholas
Vice Chairman

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ralph E. Faison, Charles R. Nicholas or Marty R. Kittrell and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement and any amendments (including, without limitation, post-effective amendments) to this Registration Statement, and any and all additional Registration Statements filed pursuant to Rule 462(b) related to this Registration Statement, and to file the same, with all exhibits thereto and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents or his or their substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 27th day of October 2003.

/s/  FLOYD L. ENGLISH Floyd L. English Chairman and Director	/s/  RALPH E. FAISON Ralph E. Faison President, Chief Executive Officer Director
/s/  CHARLES R. NICHOLAS Charles R. Nicholas Vice Chairman and Director	/s/  MARTY R. KITTRELL Marty R. Kittrell Vice President and Chief Financial Officer
/s/  MARK A. OLSON Mark A. Olson Vice President and Chief Accounting Officer	/s/  JOHN G. BOLLINGER John G. Bollinger Director

S-1

/s/  PHILIP WM. COLBURN Philip Wm. Colburn Director	/s/  THOMAS A. DONAHOE Thomas A. Donahoe Director
/s/  JERE D. FLUNO Jere D. Fluno Director	/s/  WILLIAM O. HUNT William O. Hunt Director
/s/  ROBERT G. PAUL Robert G. Paul Director	/s/  GERALD A. POCH Gerald A. Poch Director
/s/  GLEN O. TONEY Glen O. Toney Director	/s/  DENNIS L. WHIPPLE Dennis L. Whipple Director

S-2

Index to Exhibits

Exhibit	Description
3.1	Restated Certificate of Incorporation. Filed as Exhibit 4.1 to Form S-8 filed on July 22, 2003 and incorporated herein by reference.
3.2	By-Laws of Registrant.
4.1	Note Agreement dated September 1, 1990. Filed as an exhibit to our Form 10-K for the fiscal year ended September 30, 1992 and incorporated herein by reference. (SEC File No. 000-09514)
4.2	First Amendment to Note Agreement dated September 1, 1990. Filed as an exhibit to our Form 10-K for the fiscal year ended September 30, 1992 and incorporated herein by reference. (SEC File No. 000-09514)
4.3	Note Assumption and Exchange Agreement dated as of July 15, 2003.
4.4	Stockholders Rights Agreement dated November 14, 1996. Filed as Exhibit 4.1 to Form 8-K dated November 14, 1996 and incorporated herein by reference. (SEC File No. 000-09514)
4.5	Registration Rights Agreement dated as of June 4, 2002 between Andrew Corporation and each of the stockholders named therein. Filed as Exhibit 4.1 to Form S-3 dated August 19, 2002 and incorporated herein by reference.
4.6	Indenture, dated as of August 8, 2003, between the Registrant and BNY Midwest Trust Company, as Trustee
4.7	Form of 31/4% Convertible Subordinated Note due 2013 (included as Exhibit A to the Indenture filed as Exhibit 4.6)
4.8	Registration Rights Agreement, dated as of August 8, 2003, among the Registrant and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Citigroup Global Markets Inc., as representatives of the Initial Purchasers
5.1	Opinion of Gardner Carton & Douglas
12.1	Statement regarding computation of ratio of earnings to fixed charges
23.1	Consent of Ernst & Young LLP
23.2	Consent of Deloitte & Touche LLP
23.3	Consent of PricewaterhouseCoopers LLP
23.4	Consent of Gardner Carton & Douglas (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page)
25.1	Form of T-1 Statement of Eligibility of BNY Midwest Trust Company

QuickLinks

Table of Contents
Special Note About Forward-Looking Statements
Prospectus Summary
Risk Factors
Use of Proceeds
Description of Notes
Description of Capital Stock
U.S. Federal Tax Considerations
Selling Securityholders
Plan of Distribution
Legal Matters
Experts
Where You Can Find More Information
PART II Information Not Required In Prospectus
SIGNATURES
POWER OF ATTORNEY
Index to Exhibits

EX-3.2

                                                                     Exhibit 3.2

                                     BY-LAWS

                                       OF

                               ANDREW CORPORATION

                           Effective February 5, 1987

                    Amended November 12, 1992 & June 3, 2003



                                     BY-LAWS

                                       OF

                               ANDREW CORPORATION

                                    ARTICLE I

                                     OFFICES

SECTION 1. REGISTERED OFFICE AND AGENT. The registered office of the corporation
in the State of Delaware shall be located at 1209 Orange, City of Wilmington,
County of New Castle, and the registered agent at such address is The
Corporation Trust Company. The address of the registered office may be changed
from time to time by the board of directors.

SECTION 2. PRINCIPAL BUSINESS OFFICE. The principal business office of the
corporation shall be located in the State of Illinois at 10500 West 153rd
Street, Orland Park. The address of the principal business office may be changed
from time to time by the board of directors.

SECTION 3. OTHER OFFICES. The corporation may have such other offices from time
to time, either within or without the State of Delaware, as the board of
directors may determine or the business of the corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders shall be held
at the hour of 1:30 p.m. on the second Wednesday in January of each year, or, if
such day be a legal holiday, on the next business day following; provided, that
if the board of directors shall determine that in any year it is not advisable
or convenient to hold the meeting at such time on such day, then in such year
the annual meeting shall instead be held at such time and on such other day as
the board of directors shall prescribe. At each annual meeting, the stockholders
shall elect the directors and transact such other business as may properly come
before the meeting. If the election of directors shall not be held on the day
designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a special meeting of
the stockholders as soon thereafter as conveniently may be.

SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be called
only by the board of directors pursuant to a resolution approved by a majority
of the entire board of directors.

SECTION 3. PLACE OF MEETING. The board of directors may designate any place,
either within or without the State of Delaware, as the place of meeting for any
annual or special



meeting of stockholders. If no designation is made, the place of meeting shall
be the principal business office of the corporation, except as otherwise
provided in Section 5 of this Article II.

SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place, day
and hour of the meeting and, in case of a special meeting or a meeting at which
a proposal to merge or consolidate or sell, lease or exchange all or
substantially all of the property and assets of the corporation will be
considered, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than sixty days before the date of the
meeting, or in the case of a proposal for a merger or consolidation or sale,
lease or exchange of all or substantially all of the property and assets of the
corporation, not less than twenty nor more than sixty days before the date of
the meeting, by or at the direction of the board of directors, the president or
the secretary to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope addressed to the stockholder at his address as
it appears on the records of the corporation, with postage thereon prepaid.

SECTION 5. WAIVER OF NOTICE. Whenever any notice whatever is required to be
given under the provisions of any statute, the certificate of incorporation or
by-laws of the corporation, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance at
any meeting shall constitute waiver of notice thereof unless the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

SECTION 6. NOTICE OF STOCKHOLDER BUSINESS. At any meeting of the stockholders,
only such business may be conducted as shall have been properly brought before
the meeting, and as shall have been determined to be lawful and appropriate for
consideration by stockholders at the meeting. To be properly brought before a
meeting business must be (i) specified in the notice of meeting given in
accordance with Section 4 of this Article II, (ii) otherwise properly brought
before the meeting by or at the direction of the board of directors, the
chairman of the board or the president, or (iii) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
the meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal business office of the corporation, not later than (i) ninety days in
advance of the anniversary of the prior year's annual meeting with respect to
business to be transacted or an election to be held at an annual meeting of
stockholders, or (ii) the close of business on the tenth day following the date
on which notice of such meeting is first given to stockholders with respect to
business to be transacted or an election to be held at a special meeting of
stockholders. A stockholder's notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the meeting, (ii) the
name and address, as they appear on the corporation's stock records, of the
stockholder proposing such business, (iii) the class and number of shares of the
corporation which are beneficially owned by the stockholder, and (iv) any
interest of the stockholder in such business. Notwithstanding anything in these
by-laws to the contrary, no business shall be conducted at a

                                        2


meeting except in accordance with the procedures set forth in this Section 6.
The person presiding at the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the by-laws, or that business was not lawful or appropriate
for consideration by stockholders at the meeting, and if he should so determine,
he shall so declare to the meeting and any such business shall not be
transacted.

SECTION 7. FIXING RECORD DATE. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or in order to make a determination of
stockholders for any other proper purpose, the board of directors of the
corporation may fix, in advance, a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
days and, for a meeting of stockholders, not less than ten days, or in the case
of a merger, consolidation, sale, lease or exchange of all or substantially all
of the property and assets of the corporation, not less than twenty days,
immediately preceding such meeting. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, the close of business on the date next preceding the date on which
notice is given, or, if notice is waived, at the close of business on the date
next preceding the date on which the meeting is held, shall be the record date
for such determination of stockholders. If no record date is fixed for the
determination of stockholders for any other purpose, the close of business on
the day on which the board of directors adopts the resolution relating thereto
shall be the record date. When a determination of stockholders entitled to vote
at any meeting of stockholders has been made as provided in this Section 7, such
determination shall apply to any adjournment thereof.

SECTION 8. VOTING LIST. The officer or agent having charge of the stock ledger
for shares of the corporation shall make, at least ten days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of and the number of
shares held by each, which list, for a period of ten days prior to such meeting,
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
examination of any stockholder during the whole time of the meeting. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine such list, stock ledger or books of the corporation, or to vote at any
meeting of stockholders.

SECTION 9. QUORUM. The holders of a majority of the outstanding shares of the
corporation, entitled to vote on a matter, present in person or represented by
proxy, shall constitute a quorum for consideration of such matter at any meeting
of stockholders, unless a greater or lesser number is required by the
certificate of incorporation. In no event shall a quorum consist of less than
one-third of the outstanding shares entitled so to vote; provided, however, that
if less than a majority of the outstanding shares entitled to vote on a matter
are represented at said meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice.

                                        3


SECTION 10. MANNER OF ACTING. The affirmative vote of the holders of a majority
of shares present in person or represented by proxy at a meeting and entitled to
vote on the subject matter shall be the act of the stockholders, unless the vote
of a greater number or voting by class is required by law or the certificate of
incorporation.

SECTION 11. PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by another person duly
authorized by such stockholder. Such proxy shall be filed with the secretary of
the corporation before or at the time of the meeting. No proxy shall be valid
after three years from the date of its execution, unless otherwise provided in
the proxy.

SECTION 12. VOTING OF SHARES. Each outstanding share of common stock shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
stockholders.

SECTION 13. VOTING OF SHARES BY CERTAIN HOLDERS. Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held. Persons whose
stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent
such stock and vote thereon.

SECTION 14. NO ACTION BY WRITTEN CONSENT. Any action required or permitted to be
taken by the stockholders of the corporation must be effected at a duly called
annual or special meeting of stockholders of the corporation and may not be
effected by consent in writing by such stockholders.

                                   ARTICLE III

                                    DIRECTORS

SECTION 1. NUMBER. The business and affairs of the corporation shall be managed
under the direction of the board of directors which shall consist of not less
than six and not more than thirteen persons, with the specific number to be
determined by resolution of the board of directors without further amendment to
these by-laws.

SECTION 2. TERMS. Each director shall hold office until the next annual meeting
of stockholders after his election or until his successor is elected and
qualified or until his earlier resignation or removal.

SECTION 3. NOMINATIONS OF DIRECTOR CANDIDATES. Nominations of persons for
election to the board of directors of the corporation may be made at any meeting
of stockholders by or at the direction of the board of directors or by any
stockholder of the corporation entitled to vote for the election of directors at
the meeting. Stockholder nominations shall be made pursuant to timely notice
given in writing to the secretary of the corporation in accordance with Section
6 of Article II of these by-laws. Such stockholder's notice shall set forth, in
addition to the

                                        4


information required by Section 6 of Article II, as to each person whom the
stockholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of such person; (ii) the
principal occupation or employment of such person; (iii) the class and number of
shares of the corporation which are beneficially owned by such person, if any;
and (iv) any other information regarding such person as would be required to be
disclosed in a proxy statement soliciting proxies for election of directors
filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (including without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected). In addition, such stockholder's notice shall set forth a description
of all arrangements or understandings between the stockholder and each nominee
and any other person or persons, naming such person or persons, pursuant to
which the nomination or nominations are to be made by the stockholder and a
representation that the stockholder intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice.

     No stockholder nomination shall be effective unless made in accordance with
the procedures set forth in this Section 2. The person presiding at the meeting
shall, if the facts warrant, determine and declare to the meeting that a
stockholder nomination was not made in accordance with the by-laws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

SECTION 4. REGULAR MEETINGS. A regular meeting of the board of directors shall
be held without notice other than this by-law immediately following the annual
meeting of the stockholders. The board of directors may provide, by resolution,
the date, time and place for holding of additional regular meetings of the board
of directors without other notice than such resolution.

SECTION 5. SPECIAL MEETINGS. Special meetings of the board of directors may be
called by or at the request of the president or any two directors. The person or
persons authorized to call special meetings of the board of directors may fix
the place for holding any special meeting of the board of directors called by
them.

SECTION 6. NOTICE. Notice of any special meeting of the board of directors shall
be given at least two days prior thereto by written notice delivered personally,
by mail, telegram or telex to each director at his business address. If mailed,
such notice shall be deemed to have been delivered when deposited in the United
States mail in a sealed envelope so addressed, with postage thereon prepaid. If
notice is given by telegram, such notice shall be deemed to have been delivered
when the telegram is delivered to the telegraph company. If notice is given by
telex, such notice shall be deemed to have been delivered when the telex message
is delivered to the telex operator. Any director may waive notice of any
meeting. The attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except when a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

                                        5


SECTION 7. QUORUM. A majority of the directors then in office, but not less than
four directors, shall constitute a quorum for the transaction of business at any
meeting of the board of directors, provided, that if less than a majority of the
directors then in office or less than four directors are present at said
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

SECTION 8. MANNER OF ACTING. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors
unless the act of a greater number is required by the certificate of
incorporation.

SECTION 9. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the board of directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
by a majority vote of the directors then in office, though less than a quorum,
and directors so chosen shall hold office for a term expiring at the next annual
meeting of stockholders.

SECTION 10. COMPENSATION. Directors as such shall not receive any stated
salaries for their services, but by resolution of the board of directors, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
any regular or special meetings of the board of directors; provided that nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

SECTION 11. REMOVAL. Any director, or the entire board of directors, may be
removed from office at any time, with or without cause, by the affirmative vote
of the holders of a majority of the voting power of all of the shares of the
corporation entitled to vote generally in the election of directors, voting
together as a single class.

SECTION 12. COMMITTEES. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation, which to the extent
provided in the resolution and within the limitations prescribed by statute,
shall have and may exercise the powers and authority of the board of directors
in the management of the business and affairs of the corporation and may
authorize the seal of the corporation to be affixed to all papers which may
require it.

SECTION 13. INTERESTED DIRECTORS. (A) No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because his vote is counted for such
purpose, if:

                                        6


     (1)  The material facts as to his relationship or interest and as to the
          contract or transaction are disclosed or are known to the board of
          directors or the committee, and the board or committee in good faith
          authorizes the contract or transaction by the affirmative vote of a
          majority of the disinterested directors, even though the disinterested
          directors be less than a quorum; or

     (2)  The material facts as to his relationship or interest and as to the
          contract or transaction are disclosed or are known to the stockholders
          entitled to vote thereon, and the contract or transaction is
          specifically approved in good faith by vote of the stockholders: or

     (3)  The contract or transaction is fair as to the corporation as of the
          time it is authorized, approved or ratified, by the board of
          directors, a committee thereof, or the stockholders.

(B) Common or interested directors may be counted in determining the presence of
a quorum at a meeting of the board of directors or of a committee which
authorizes the contract or transaction.

SECTION 14. CONSENT IN LIEU OF MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of the board or committee.

SECTION 15. MEETING BY CONFERENCE TELEPHONE. Members of the board of directors
or any committee designated by the board may participate in a meeting of such
board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant hereto shall constitute presence
in person at such meeting.

                                   ARTICLE IV

                                    OFFICERS

SECTION 1. NUMBER. The officers of the corporation shall be a president, one or
more vice presidents, one or more of whom may be designated "senior vice
president" by the board of directors, a secretary and a treasurer, and such
assistant secretaries and assistant treasurers or other officers, including one
or more vice chairmen, as may be elected by the board of directors. Any two or
more offices may be held by one person, except that no person shall hold the
offices of president and secretary or assistant secretary simultaneously.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be
elected annually by the board of directors at the first meeting of the board of
directors held after

                                        7


each annual meeting of the stockholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Vacancies may be filled or new offices created and filled
at any meeting of the board of directors. Each officer shall hold office until
his successor shall have been duly elected and qualified or until his earlier
death, resignation or removal.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors, with or without cause,
whenever in its judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the board of directors
for the unexpired portion of the term.

SECTION 5. DUTIES. (A) CHAIRMAN OF THE BOARD. The board of directors may elect
one of its members chairman of the board. The chairman of the board shall
preside at the meetings of the stockholders and directors, and shall provide
leadership to the board of directors in reviewing and advising upon matters
which exert major influence on the manner in which the corporation's business is
conducted. The chairman of the board shall act in an advisory capacity to the
president in all matters concerning the interest and management of the
corporation, and, in the event of the absence or the disability of the
president, the chairman of the board shall assume all the duties and
responsibilities of that office. He may sign, with the secretary or treasurer or
any other proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation, and any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing or execution
thereof shall be expressly delegated by the board of directors or these by-laws
to some other officer or agent of the corporation or shall be required by law to
be otherwise signed or executed. The chairman of the board also may execute
proxies on behalf of the corporation with respect to the voting of any shares
owned by the corporation. In general, the chairman of the board shall perform
all duties incident to the office of chairman and such other duties as may be
prescribed by the board of directors.

(B)  VICE CHAIRMEN OF THE BOARD. The board of directors may elect one or more of
its members vice chairman of the board. In the event of the absence or
disability of the chairman of the board, the vice chairmen, if more than one, in
the order designated by the board of directors, or by the chairman if the board
of directors has not made such a designation, shall assume all of the duties and
responsibilities of the office of chairman. The vice chairmen shall perform such
duties not inconsistent with these by-laws as are assigned to them by the
chairman. The vice chairmen may sign, with the secretary or treasurer or any
other proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation, and any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing or execution
thereof shall be expressly delegated by the board of directors or these by-laws
to some other officer or agent of the corporation or shall be required by law to
be otherwise signed or executed. The vice

                                        8


chairmen also may execute proxies on behalf of the corporation with respect to
the voting of shares owned by the corporation.

(C)  PRESIDENT. The president shall be the chief executive officer of the
corporation, and shall have general supervision over all of the affairs of the
corporation and shall determine and administer the policies of the corporation
as established by the board of directors. If there is no chairman of the board,
or in his absence, the president shall preside at all meetings of stockholders
and at all meetings of directors. He may sign, with the secretary or treasurer
or any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation, and any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing or execution
thereof shall be expressly delegated by the board of directors or these by-laws
to some other officer or agent of the corporation or shall be required by law to
be otherwise signed or executed. The president also may execute proxies on
behalf of the corporation with respect to the voting of shares owned by the
corporation. In general, the president shall perform all duties incident to the
office of president and such other duties as may be prescribed by the board of
directors. In connection therewith, the president shall be authorized to
delegate to the chairman of the board and other executive officers of the
corporation such of the powers and duties of the president at such times and in
such manner as he may deem advisable.

(D)  VICE PRESIDENTS. Each vice president shall assist the president in the
discharge of his duties as the president may direct and shall perform such other
duties as from time to time may be assigned to him by the president or by the
board of directors. In the absence or disability of the chairman, vice chairmen,
if any, and president, the vice presidents, if more than one, in the order
designated by the board of directors, or by the president if the board of
directors has not made such a designation, shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
the restrictions upon the president. The board of directors may designate any
vice president as a senior vice president, in which case such person shall be
first in order of seniority relative to the other officers except for the
chairman, vice chairmen, if any, and president. Each vice president may sign,
with the secretary or treasurer or any other proper officer of the corporation
thereunto authorized by the board of directors, certificates for shares of the
corporation, and any deeds, mortgages, bonds, contracts, or other instruments
which the board of directors has authorized to be executed, except in cases
where the signing or execution thereof shall be expressly delegated by the board
of directors or these by-laws to some other officer or agent of the corporation
or shall be required by law to be otherwise signed or executed.

(E)  SECRETARY. The secretary shall: (1) attend all meetings of the stockholders
and the board of directors, and keep the minutes of the stockholders' and the
board of directors' meetings in one or more books provided for that purpose; (2)
see that all notices are duly given in accordance with the provisions of these
by-laws or as required by law; (3) be custodian of the corporate records and the
seal of the corporation and see that the seal of the corporation, if required,
is affixed to all certificates for shares prior to the issuance thereof and to
all documents, the execution of which on behalf of the corporation is duly
authorized in accordance with the provisions of these by-laws; (4) keep or have
kept a register of the post office address of each

                                        9


stockholder which shall be furnished to the secretary by such stockholder; and
(5) have general charge of and supervision over the stock ledger of the
corporation. The secretary may sign, with the chairman of the board, a vice
chairman of the board, if any, the president, or any vice president,
certificates for shares of the corporation, and any deeds, mortgages, bonds,
contracts, or other instruments which the board of directors has authorized to
be executed, except in cases where the signing or execution thereof shall be
expressly delegated by the board of directors or these by-laws to some other
officer or agent of the corporation or shall be required by law to be otherwise
signed or executed. In general, the secretary shall perform all duties incident
to the office of the secretary and such other duties as from time to time may be
assigned to him by the president or the board of directors.

(F)  TREASURER. If required by the board of directors, the treasurer shall give
a bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the board of directors determines. He shall: (1) have charge of
and be responsible for the maintenance of adequate books of account for the
corporation; and (2) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof. The treasurer may sign, with the chairman of the board, a vice chairman
of the board, if any, the president, or any vice president, certificates for
shares of the corporation, and any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing or execution thereof shall be expressly delegated by
the board of directors or these by-laws to some other officer or agent of the
corporation or shall be required by law to be otherwise signed or executed. In
general, the treasurer shall perform all duties incident to the office of the
treasurer and such other duties as from time to time may be assigned to him by
the president or by the board of directors.

(G)  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries,
if any, or the assistant treasurers, if any, may sign, with the chairman of the
board, a vice chairman of the board, if any, the president or any vice
president, certificates for shares of the corporation, and any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing or execution
thereof shall be expressly delegated by the board of directors or these by-laws
to some other officer or agent of the corporation or shall be required by law to
be otherwise signed or executed. If required by the board of directors, the
assistant treasurers, if any, shall give bonds for the faithful discharge of
their duties in such sums and with such surety or sureties as the board of
directors determines. The assistant secretaries and assistant treasurers, if
any, shall perform, in general, such duties as are assigned to them by the
secretary or the treasurer, respectively, or by the president or the board of
directors.

(H)  OTHER OFFICERS. Other officers, howsoever designated, shall have such
duties as the board of directors prescribes.

SECTION 6. INTERIM CHANGES. In case of the absence or disability of any officer
of the corporation and of any person hereby authorized to act in his place
during such period of absence or disability, the board of directors may from
time to time delegate the powers and duties of such officer to any other
officer, or any director, or any other person whom it may select.

                                       10


SECTION 7. COMPENSATION. The salaries of the officers shall be fixed from time
to time in the manner specified by the board of directors and no officer shall
be prevented from receiving such salary by reason of the fact that he is also a
director of the corporation. Any payments made to an officer of the corporation,
such as salary, commission, bonus, interest or rent, or entertainment expense
incurred by him, which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by such officer to
the corporation to the full extent of such disallowance. It shall be the duty of
the board of directors to enforce payment of each such amount disallowed. In
lieu of payment by the officer, subject to the determination of the board of
directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the corporation has been fully recovered.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation and such authority
may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the board of directors. Such authority may be general or confined
to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as the board of directors may from time to
time select.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. STOCK CERTIFICATES. Certificates representing shares of stock of the
corporation shall be in such form as may be determined by the board of
directors, shall be numbered and shall be entered in the books of the
corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the chairman of the board, a vice chairman of
the board, if any, the president or any vice president and by the secretary or
an assistant secretary, if any, or the treasurer or an assistant treasurer, if
any, and may be sealed

                                       11


with the seal or a facsimile seal of the corporation. Any or all of the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.

SECTION 2. LOST CERTIFICATES. The board of directors may from time to time make
such provision as it deems appropriate for the replacement of lost, stolen or
destroyed stock certificates, including the requirement to furnish an affidavit
and an indemnity.

SECTION 3. TRANSFER OF STOCK. Upon surrender to the corporation or the transfer
agent of the corporation of a stock certificate duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon the books of
the corporation. The person in whose name shares of stock stand on the books of
the corporation shall be deemed the owner thereof for all purposes as regards
the corporation.

SECTION 4. TRANSFER AGENTS AND REGISTRARS. The board of directors may appoint
one or more transfer agents and registrars and may thereafter require all stock
certificates to bear the signature or facsimile thereof of any transfer agent
and registrar.

SECTION 5. RULES OF TRANSFER. The board of directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issuance, transfer and registration of stock certificates of the
corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall begin on the first day of October,
and end on the thirtieth day of September in each year.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its certificate of incorporation.

                                       12


                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall have inscribed thereon the name of the corporation
and the words "CORPORATE SEAL, DELAWARE." The use of the corporate seal,
however, is not mandatory.

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice is required to be given under the provisions of law,
the certificate of incorporation or these by-laws, waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                                   ARTICLE XI

                                   AMENDMENTS

     These by-laws may be altered, amended or repealed and new by-laws may be
adopted by the board of directors or by the stockholders.

                                       13

EX-4.3

                                                                    Exhibit 4.3

                                                                 CONFORMED COPY

===============================================================================

                               ANDREW CORPORATION


                                   ----------

                     NOTE ASSUMPTION AND EXCHANGE AGREEMENT

                                   ----------

              providing for the assumption by Andrew Corporation of
 certain notes of Allen Telecom, Inc. and the exchange by Andrew Corporation of
                                       its

                                  $3,000,000.00
                        6.60% Senior Notes, Series 2003-A
                              due November 14, 2003

                                 $39,166,666.90
                        6.65% Senior Notes, Series 2003-B
                              due November 14, 2007

                                       and

                                  $9,000,000.00
                        6.74% Senior Notes, Series 2003-C
                              due November 14, 2007

                                    therefor


                                   ----------


                            DATED AS OF JULY 15, 2003

                         Series 2003-A PPN: 03442# AA 4
                         Series 2003-B PPN: 03442# AB 2
                         Series 2003-C PPN: 03442# AC 0

================================================================================



                                TABLE OF CONTENTS



Section                                                                                   Page
- -------                                                                                   ----
                                                                                         

1.   ASSUMPTION OF EXISTING NOTES...........................................................2

2.   AUTHORIZATION OF NOTES.................................................................2

3.   CLOSING OF EXCHANGE OF NOTES...........................................................2

4.   CONDITIONS OF RESTATEMENT, CONSENT AND RELEASE.........................................3

     4.1.    Representations and Warranties.................................................3

     4.2.    Performance; No Default........................................................3

     4.3.    Compliance Certificates........................................................3

     4.4.    Opinions of Counsel............................................................3

     4.5.    Purchase Permitted By Applicable Law, etc......................................4

     4.6.    Issuance of Other Notes........................................................4

     4.7.    Payment of Special Counsel Fees................................................4

     4.8.    Private Placement Number.......................................................4

     4.9.    Changes in Corporate Structure.................................................4

     4.10.   Amendment Fee..................................................................5

     4.11.   Consummation of Merger.........................................................5

     4.12.   Amendment to Credit Agreement..................................................5

     4.13.   Termination of Allen Credit Agreement..........................................5

     4.14.   Proceedings and Documents......................................................5

5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY..........................................5

     5.1.    Organization; Power and Authority..............................................5

     5.2.    Authorization, etc.............................................................6

     5.3.    Disclosure.....................................................................6

     5.4.    Organization and Ownership of Shares of Subsidiaries; Affiliates...............6

     5.5.    Financial Statements...........................................................7

     5.6.    Compliance with Laws, Other Instruments, etc...................................7

     5.7.    Governmental Authorizations, etc...............................................8

     5.8.    Litigation; Observance of Agreements, Statutes and Orders......................8

     5.9.    Taxes..........................................................................8

     5.10.   Title to Property; Leases......................................................9

     5.11.   Licenses, Permits, etc.........................................................9


                                        i


                                                                                         
     5.12.   Compliance with ERISA...........................................................9

     5.13.   Private Offering by the Company................................................10

     5.14.   Use of Proceeds; Margin Regulations............................................10

     5.15.   Existing Indebtedness; Future Liens............................................11

     5.16.   Foreign Assets Control Regulations, etc........................................11

     5.17.   Status under Certain Statutes..................................................11

     5.18.   Environmental Matters..........................................................11

6.   REPRESENTATIONS OF THE PURCHASERS......................................................12

     6.1.    Purchase for Investment........................................................12

     6.2.    Source of Funds................................................................13

7.   INFORMATION AS TO COMPANY..............................................................14

     7.1.    Financial and Business Information.............................................14

     7.2.    Officer's Certificate..........................................................16

     7.3.    Inspection.....................................................................17

8.   PREPAYMENT OF THE NOTES................................................................17

     8.1.    Required Prepayments...........................................................17

     8.2.    Optional Prepayments with Make-Whole Amount....................................17

     8.3.    Allocation of Partial Prepayments..............................................18

     8.4.    Maturity; Surrender, etc.......................................................18

     8.5.    Purchase of the Notes..........................................................18

     8.6.    Make-Whole Amount..............................................................19

9.   AFFIRMATIVE COVENANTS..................................................................20

     9.1.    Compliance with Law............................................................20

     9.2.    Insurance......................................................................20

     9.3.    Maintenance of Properties......................................................20

     9.4.    Payment of Taxes and Claims....................................................21

     9.5.    Corporate Existence, etc.......................................................21

     9.6.    Subsidiary Guaranty Agreements.................................................21

10.  NEGATIVE COVENANTS.....................................................................22

     10.1.   Consolidated Indebtedness; Indebtedness of Subsidiaries........................22

     10.2.   Liens..........................................................................22

     10.3.   Sale of Assets.................................................................24

     10.4.   Mergers, Consolidations, etc...................................................24



                                       ii


                                                                                         
     10.5.   Disposition of Stock of Subsidiaries...........................................25

     10.6.   [Intentionally Omitted]........................................................25

     10.7.   Nature of Business.............................................................25

     10.8.   Transactions with Affiliates...................................................26

11.  EVENTS OF DEFAULT......................................................................26

12.  REMEDIES ON DEFAULT, ETC...............................................................28

     12.1.   Acceleration...................................................................28

     12.2.   Other Remedies.................................................................28

     12.3.   Rescission.....................................................................29

     12.4.   No Waivers or Election of Remedies, Expenses, etc..............................29

13.  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES..........................................29

     13.1.   Registration of Notes..........................................................29

     13.2.   Transfer and Exchange of Notes.................................................30

     13.3.   Replacement of Notes...........................................................30

14.  PAYMENTS ON THE NOTES..................................................................31

     14.1.   Place of Payment...............................................................31

     14.2.   Home Office Payment............................................................31

15.  EXPENSES, ETC..........................................................................31

     15.1.   Transaction Expenses...........................................................31

     15.2.   Survival.......................................................................32

16.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT...........................32

17.  AMENDMENT AND WAIVER...................................................................32

     17.1.   Requirements...................................................................32

     17.2.   Solicitation of Holders of the Notes...........................................33

     17.3.   Binding Effect, etc............................................................33

     17.4.   Notes held by Company, etc.....................................................33

18.  NOTICES................................................................................34

19.  REPRODUCTION OF DOCUMENTS..............................................................34

20.  CONFIDENTIAL INFORMATION...............................................................34

21.  [INTENTIONALLY OMITTED]................................................................35

22.  MISCELLANEOUS..........................................................................35

     22.1.   Successors and Assigns.........................................................35



                                       iii


                                                                                    
     22.2.   Payments Due on Non-Business Days..............................................36

     22.3.   Severability...................................................................36

     22.4.   Construction...................................................................36

     22.5.   Counterparts...................................................................36

     22.6.   Governing Law..................................................................36

     22.7.   Amendment and Restatement of Existing Note Agreement, Consent and Release......36

     

SCHEDULE A        --       Information Relating to Purchasers

SCHEDULE B        --       Defined Terms

SCHEDULE B-1      --       Outstanding Investments

SCHEDULE 4.9      --       Changes in Corporate Structure

SCHEDULE 5.3      --       Disclosure Materials

SCHEDULE 5.4      --       Subsidiaries of the Company and Ownership of
                           Subsidiary Stock

SCHEDULE 5.5      --       Financial Statements

SCHEDULE 5.8      --       Certain Litigation

SCHEDULE 5.11     --       Licenses, Permits, etc.

SCHEDULE 5.14     --       Use of Proceeds

SCHEDULE 5.15     --       Existing Indebtedness

SCHEDULE 10.2     --       Existing Liens

EXHIBIT 2(a)      --       Form of Series 2003-A Note

EXHIBIT 2(b)      --       Form of Series 2003-B Note

EXHIBIT 2(c)      --       Form of Series 2003-C Note

EXHIBIT 4.4(a)    --       Form of Opinion of Counsel for the Company

EXHIBIT 4.4(b)    --       Form of Tax Opinion of Counsel for the Company

EXHIBIT 4.4(c)    --       Form of Opinion of Special Counsel for the Purchasers

                                       iv


                               ANDREW CORPORATION
                             10500 WEST 153RD STREET
                              ORLAND PARK, IL 60462


                                                       Dated as of July 15, 2003


TO EACH OF THE PURCHASERS LISTED
IN THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

       The undersigned, Andrew Corporation, a Delaware corporation (the
"COMPANY"), and Allen Telecom Inc., a Delaware corporation ("ALLEN"), hereby
agree with the purchasers named in the Purchaser Schedule attached hereto (the
"PURCHASERS") as set forth below:

                                  INTRODUCTION

       Allen and the Purchasers are parties to the Note Agreement, dated as of
November 1, 1997 (the "EXISTING NOTE AGREEMENT"), under which Allen issued, and
there are now outstanding and held by the Purchasers, Allen's 6.60% Senior
Notes, Series 1997-A, due November 14, 2003, originally issued in the aggregate
principal amount of $9,000,000 of which an aggregate principal amount of
$3,000,000.00 is outstanding on the date hereof (the "SERIES 1997-A NOTES"),
6.65% Senior Notes, Series 1997-B, due November 14, 2007, originally issued in
the aggregate principal amount of $47,000,000 of which an aggregate principal
amount of $39,166,666.90 is outstanding on the date hereof (the "SERIES 1997-B
NOTES") and 6.74% Senior Notes, Series 1997-C, due November 14, 2007, originally
issued in the aggregate principal amount of $9,000,000 of which an aggregate
principal amount of $9,000,000.00 is outstanding on the date hereof (the "SERIES
1997-C NOTES") (the Series 1997-A Notes, the Series 1997-B Notes and the Series
1997-C Notes are collectively called the "EXISTING NOTES"). The Company and
Allen have advised the Purchasers that the Company, Adirondacks, LLC, a Delaware
limited liability company and a wholly-owned subsidiary of the Company
("ACQUISITION SUB"), and Allen have entered into the Agreement and Plan of
Merger, dated as of February 17, 2003, and Amendment No. 1 to the Agreement and
Plan of Merger effective as of May 29, 2003 (the "MERGER AGREEMENT"), under
which Allen would be merged into Acquisition Sub which would be the survivor
(the "MERGER"). The Company and Allen have further advised the Purchasers that,
in connection with the Merger, the Company and Allen desire that the Company
assume Allen's obligations under the Existing Note Agreement and the Existing
Notes, that, upon such assumption, the Existing Note Agreement be amended and
restated to read as set forth in this Agreement and that the Existing Notes be
exchanged for the Notes (as herein defined).

       Subject to the terms and conditions hereof, the Purchasers are willing to
agree to such assumption, amendment and restatement, and exchange. Accordingly,
the Company, Allen and the Purchasers agree as follows:



1.     ASSUMPTION OF EXISTING NOTES.

          The Company hereby irrevocably, absolutely, unconditionally and
expressly assumes (i) the due and punctual payment of all of the principal of,
interest on and Make-Whole Amount (if any) with respect to the Existing Notes
and all other payments due from Allen under or relating to the Existing Notes or
the Existing Note Agreement, and (ii) the due and punctual performance of all
obligations of Allen under the Existing Notes and the Existing Note Agreement.
The Company covenants that its debts, liabilities and obligations assumed
pursuant to this Section 1 shall be those of a primary obligor and not a
guarantor, surety or secondary obligor.

2.     AUTHORIZATION OF NOTES.

          The Company has authorized the issue of $3,000,000.00 aggregate
principal amount of its senior promissory notes designated as its 6.60% Senior
Notes, Series 2003-A, due November 14, 2003 (the "SERIES 2003-A NOTES") to be
issued in exchange for the existing Series 1997-A Notes, $39,166,666.90
aggregate principal amount of its senior promissory notes designated as its
6.65% Senior Notes, Series 2003-B, due November 14, 2007 (the "SERIES 2003-B
NOTES") to be issued in exchange for the existing Series 1997-B Notes, and
$9,000,000.00 aggregate principal amount of its senior promissory notes
designated as its 6.74% Senior Notes, Series 2003-C, due November 14, 2007 (the
"SERIES 2003-C NOTES") to be issued in exchange for the existing Series 1997-C
Notes (the Series 2003-A Notes, the Series 2003-B Notes and the Series 2003-C
Notes are collectively referred to as the "SERIES 2003 NOTES", such term to
include any such Notes issued in substitution therefor pursuant to Section 13 of
this Agreement). The Series 2003 Notes shall be substantially in the forms set
out in Exhibits 2(a), (b) and (c), respectively, with such changes therefrom, if
any, as may be approved by you and the Company. The term "Notes", as used
herein, shall mean any Series 2003-A Note, any Series 2003-B Note and any Series
2003-B Note, and shall include any such Note issued in substitution therefor
pursuant to Section 13 of this Agreement. Certain capitalized terms used in this
Agreement are defined in Schedule B; references to a "SCHEDULE" or an "EXHIBIT"
are, unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement.

3.     CLOSING OF EXCHANGE OF NOTES.

          In furtherance of the Company's assumption of the Existing Notes, the
Company agrees to deliver to each Purchaser Notes of the series and in the
aggregate principal amount or amounts set forth opposite such Purchaser's name
in Schedule A attached hereto. The closing of the assumption of the Existing
Notes will be held at the offices of Schiff Hardin & Waite, 6600 Sears Tower,
Chicago, Illinois 60606, at 10:00 AM, CST, at a closing (the "CLOSING"). The
Closing will be held on July 15, 2003, or such other Business Day thereafter
prior to July 31, 2003, as shall be mutually acceptable to the Company and the
Purchasers (the "CLOSING DATE"). At the Closing the Company will deliver to each
Purchaser one or more Notes registered in the name of such Purchaser of the
series and evidencing the aggregate principal amount of the Existing Notes held
by such Purchaser, and in the denomination or denominations, specified for such
Purchaser in Schedule A attached hereto. Each Note shall carry with it the right
to receive any accrued and unpaid interest on the Existing Note for which it was
exchanged so that no gain or loss of interest shall result from such exchange.
The Notes (i) are given in exchange and

                                       2


substitution for, and not as payment of the indebtedness evidenced by, the
Existing Notes, (ii) merely re-evidence the indebtedness evidenced by the
Existing Notes assumed by the Company, and (iii) are not intended to constitute
a novation or discharge of the indebtedness evidenced by the Existing Notes.
Promptly after the Closing, each Purchaser agrees to mark such Purchaser's
Existing Notes "Replaced" and to return such Existing Notes to the Company.

4.     CONDITIONS OF RESTATEMENT, CONSENT AND RELEASE.

          The effectiveness of release of Allen from its obligations under the
Existing Notes and the Existing Note Agreement, the amendment and restatement of
the Existing Note Agreement and the consent by the Purchasers pursuant to
Section 22.7 hereof are subject to the satisfaction, on or before the Closing
Date, or waiver in writing by each Purchaser, of each of the following
conditions:

4.1.   REPRESENTATIONS AND WARRANTIES.

          The representations and warranties of the Company in this Agreement
shall be correct when made and at the time of the Closing.

4.2.   PERFORMANCE; NO DEFAULT.

          The Company shall have performed and complied with all agreements and
conditions contained in this Agreement required to be performed or complied with
by it prior to or at the Closing and, after giving effect to the issuance of the
Notes, no Default or Event of Default shall have occurred and be continuing.
Neither the Company nor any Subsidiary shall have entered into any transaction
since the date of the Memorandum that would have been prohibited by Sections
10.1 through 10.8 had such Sections applied since such date.

4.3.   COMPLIANCE CERTIFICATES.

          (a)  OFFICER'S CERTIFICATE. The Company shall have delivered to you an
     Officer's Certificate, dated the date of the Closing, certifying that the
     conditions specified in Sections 4.1, 4.2, 4.9, 4.11, 4.12 and 4.13 have
     been fulfilled.

          (b)  SECRETARY'S  CERTIFICATE.  The  Company  shall have  delivered
to you a certificate certifying as to the resolutions attached thereto and other
corporate proceedings relating to the authorization, execution and delivery of
the Notes and the Agreement.

4.4.   OPINIONS OF COUNSEL.

          You shall have received opinions in form and substance satisfactory to
you, dated the date of the Closing (a) from Gardner, Carton & Douglas, counsel
to the Company, covering the matters set forth in Exhibit 4.4(a) and Exhibit
4.4(b)and covering such other matters incident to the transactions contemplated
hereby as you or your counsel may reasonably request (and the Company instructs
its counsel to deliver such opinion to you) and (b) from Schiff Hardin & Waite,
your special counsel in connection with such transactions, substantially in the
form set forth in Exhibit 4.4(c) and covering such other matters incident to
such transactions as you may reasonably request.

                                       3


4.5.   PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

          On the date of the Closing the issuance of the Notes shall (i) be
permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions (such as Section 1405(a)(8) of the New
York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (ii) not
violate any applicable law or regulation (including, without limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve System)
and (iii) not subject you to any tax, penalty or liability under or pursuant to
any applicable law or regulation, which law or regulation was not in effect on
the date hereof. If requested by you, you shall have received an Officer's
Certificate certifying as to such matters of fact as you may reasonably specify
to enable you to determine whether such purchase is so permitted.

4.6.   ISSUANCE OF OTHER NOTES.

          Contemporaneously with the Closing the Company shall issue to you and
each of the other Purchasers named in Schedule A (the "OTHER PURCHASERS") the
Notes to be issued to them at the Closing as specified in Schedule A.

4.7.   PAYMENT OF SPECIAL COUNSEL FEES.

          Without limiting the provisions of Section 15.1, the Company shall
have paid on or before the Closing the fees, charges and disbursements of your
special counsel referred to in Section 4.4, to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.

4.8.   PRIVATE PLACEMENT NUMBER.

          A Private Placement number issued by Standard & Poor's CUSIP Service
Bureau (in cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners) shall have been obtained for the Notes
by Schiff Hardin & Waite.

4.9.   CHANGES IN CORPORATE STRUCTURE.

          Except for the Merger and as contemplated hereby or as specified in
Schedule 4.9, the Company shall not have changed its jurisdiction of
incorporation or been a party to any merger or consolidation and shall not have
succeeded to all or any substantial part of the liabilities of any other entity,
at any time following the date of the most recent financial statements referred
to in Schedule 5.5.

4.10.  AMENDMENT FEE.

          The Company shall have paid an amendment fee to you in an amount equal
to 0.10% of the aggregate principal amount of the Existing Notes held by you by
the method and at the address specified for payments of principal and interest
on the Note to be held by you set forth below your name on Schedule A.

                                       4


4.11.  CONSUMMATION OF MERGER.

          The Allen Closing Date shall have occurred.

4.12.  AMENDMENT TO CREDIT AGREEMENT.

          The Company and the Bank Lenders shall have executed and delivered an
amendment to the Credit Agreement, in form and substance satisfactory to you,
all conditions precedent to the effectiveness of such amendment shall have been
satisfied, and such amendment shall be in full force and effect.

4.13.  TERMINATION OF ALLEN CREDIT AGREEMENT.

          All obligations of Allen under the Existing Allen Credit Agreement
shall have been discharged, the Existing Allen Credit Agreement shall have been
terminated, and all liens and security interests securing all of such
obligations, and all financing statements or other filing and recordings
relating thereto, shall have been terminated and released.

4.14.  PROCEEDINGS AND DOCUMENTS.

          All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be satisfactory to you and your special
counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or
they may reasonably request.

5.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          The Company represents and warrants to you that:

5.1.   ORGANIZATION; POWER AND AUTHORITY.

          The Company is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and is duly
qualified as a foreign corporation and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company has the corporate power and authority to own or hold
under lease the properties it purports to own or hold under lease, to transact
the business it transacts and proposes to transact, to execute and deliver this
Agreement and the Notes and to perform the provisions hereof and thereof.

5.2.   AUTHORIZATION, ETC.

          This Agreement and the Notes have been duly authorized by all
necessary corporate action on the part of the Company, and this Agreement
constitutes, and upon execution and delivery thereof each Note will constitute,
a legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such

                                       5


enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

5.3.   DISCLOSURE.

          The Company, through its agent, Banc of America Securities, has
delivered to you and each Other Purchaser a copy of a Private Placement
Memorandum, dated May 2003 (the "MEMORANDUM"), relating to the transactions
contemplated hereby. The Memorandum fairly describes, in all material respects,
the general nature of the business and principal properties of the Company and
its Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the
Memorandum, the documents, certificates or other writings delivered to you by or
on behalf of the Company in connection with the transactions contemplated hereby
and the financial statements listed in Schedule 5.5, taken as a whole, do not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading in light of the
circumstances under which they were made. Except as disclosed in the Memorandum
or as expressly described in Schedule 5.3, or in one of the documents,
certificates or other writings identified therein, or in the financial
statements listed in Schedule 5.5, since September 30, 2002, there has been no
change in the financial condition, operations, business or properties of the
Company or any Subsidiary except changes that individually or in the aggregate
could not reasonably be expected to have a Material Adverse Effect. There is no
fact known to the Company that could reasonably be expected to have a Material
Adverse Effect that has not been set forth herein or in the Memorandum or in the
other documents, certificates and other writings delivered to you by or on
behalf of the Company specifically for use in connection with the transactions
contemplated hereby. The Company has delivered to you and to each other
Purchaser true, correct and complete copies of the Merger Agreement and the
Credit Agreement.

5.4.   ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES; AFFILIATES.

          (a)  Schedule 5.4 contains (except as noted therein) complete and
       correct lists (i) of the Company's Subsidiaries, showing, as to each
       Subsidiary, the correct name thereof, the jurisdiction of its
       organization, and the percentage of shares of each class of its capital
       stock or similar equity interests outstanding owned by the Company and
       each other Subsidiary, (ii) of the Company's Affiliates, other than
       Subsidiaries, and (iii) of the Company's directors and executive
       officers.

          (b)  All of the outstanding shares of capital stock or similar equity
       interests of each Subsidiary shown in Schedule 5.4 as being owned by the
       Company and its Subsidiaries have been validly issued, are fully paid and
       nonassessable and are owned by the Company or another Subsidiary free and
       clear of any Lien (except as otherwise disclosed in Schedule 5.4).

          (c)  Each Subsidiary identified in Schedule 5.4 is a corporation or
       other legal entity duly organized, validly existing and in good standing
       under the laws of its jurisdiction of organization, and is duly qualified
       as a foreign corporation or other legal entity and is in good standing in
       each jurisdiction in which such qualification is required

                                       6


       by law, other than those jurisdictions as to which the failure to be so
       qualified or in good standing could not, individually or in the
       aggregate, reasonably be expected to have a Material Adverse Effect. Each
       such Subsidiary has the corporate or other power and authority to own or
       hold under lease the properties it purports to own or hold under lease
       and to transact the business it transacts and proposes to transact.

          (d)  No Subsidiary is a party to, or otherwise subject to any legal
       restriction or any agreement (other than this Agreement, the agreements
       listed on Schedule 5.4 and customary limitations imposed by corporate law
       statutes) restricting the ability of such Subsidiary to pay dividends out
       of profits or make any other similar distributions of profits to the
       Company or any of its Subsidiaries that owns outstanding shares of
       capital stock or similar equity interests of such Subsidiary.

5.5.   FINANCIAL STATEMENTS.

          The Company has delivered to you and each Other Purchaser copies of
the financial statements of the Company and its Subsidiaries listed on Schedule
5.5. All of said financial statements (including in each case the related
schedules and notes) fairly present in all material respects the consolidated
financial position of the Company and its Subsidiaries as of the respective
dates specified in such Schedule and the consolidated results of their
operations and cash flows for the respective periods so specified and have been
prepared in accordance with GAAP consistently applied throughout the periods
involved except as set forth in the notes thereto (subject, in the case of any
interim financial statements, to normal year-end adjustments).

5.6.   COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

          The execution, delivery and performance by the Company of this
Agreement and the Notes will not (i) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien in respect of
any property of the Company or any Subsidiary under, any Material agreement, or
corporate charter or by-laws, to which the Company or any Subsidiary is bound or
by which the Company or any Subsidiary or any of their respective properties may
be bound or affected, (ii) conflict with or result in a breach of any of the
terms, conditions or provisions of any order, judgment, decree, or ruling of any
court, arbitrator or Governmental Authority applicable to the Company or any
Subsidiary or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any
Subsidiary.

5.7.   GOVERNMENTAL AUTHORIZATIONS, ETC.

          No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by the Company of this Agreement or the
Notes.

5.8.   LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

          (a)  Except as disclosed in Schedule 5.8, there are no actions, suits
       or proceedings pending or, to the knowledge of the Company, threatened
       against or affecting the Company or any Subsidiary or any property of the
       Company or any Subsidiary in any

                                       7


       court or before any arbitrator of any kind or before or by any
       Governmental Authority that, individually or in the aggregate, could
       reasonably be expected to have a Material Adverse Effect.

          (b)  Neither the Company nor any Subsidiary is in default under any
       term of any agreement or instrument to which it is a party or by which it
       is bound, or any order, judgment, decree or ruling of any court,
       arbitrator or Governmental Authority or is in violation of any applicable
       law, ordinance, rule or regulation (including without limitation
       Environmental Laws) of any Governmental Authority, which default or
       violation, individually or in the aggregate, could reasonably be expected
       to have a Material Adverse Effect.

5.9.   TAXES.

          The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments levied
upon them or their properties, assets, income or franchises, to the extent such
taxes and assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (i) the amount of which is not
individually or in the aggregate Material or (ii) the amount, applicability or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Subsidiary, as the case
may be, has established adequate reserves in accordance with GAAP. The Company
knows of no basis for any other tax or assessment that could reasonably be
expected to have a Material Adverse Effect. The charges, accruals and reserves
on the books of the Company and its Subsidiaries in respect of Federal, state or
other taxes for all fiscal periods are adequate under GAAP. The Federal income
tax liabilities of the Company and its Subsidiaries have been determined by the
Internal Revenue Service and paid for all fiscal years up to and including the
fiscal year ended September 30, 1998.

5.10.  TITLE TO PROPERTY; LEASES.

          The Company and its Subsidiaries have good and sufficient title to the
properties that they own or purport to own and that individually or in the
aggregate are Material, including all such properties reflected in the most
recent audited balance sheet referred to in Section 5.5 or purported to have
been acquired by the Company or any Subsidiary after said date (except as sold
or otherwise disposed of in the ordinary course of business), in each case free
and clear of Liens prohibited by this Agreement. All leases that individually or
in the aggregate are Material are valid and subsisting and are in full force and
effect in all material respects.

5.11.  LICENSES, PERMITS, ETC.

          Except as disclosed in Schedule 5.11,

          (a)  the Company and its Subsidiaries own or possess all licenses,
       permits, franchises, authorizations, patents, copyrights, service marks,
       trademarks and trade names, or rights thereto, that individually or in
       the aggregate are Material, without known material conflict with the
       rights of others;

                                       8


          (b)  to the best knowledge of the Company, no product of the Company
       infringes in any material respect any license, permit, franchise,
       authorization, patent, copyright, service mark, trademark, trade name or
       other right owned by any other Person; and

          (c)  to the best knowledge of the Company, there is no Material
       violation by any Person of any right of the Company or any of its
       Subsidiaries with respect to any patent, copyright, service mark,
       trademark, trade name or other right owned or used by the Company or any
       of its Subsidiaries.

5.12.  COMPLIANCE WITH ERISA.

          (a)  The Company and each ERISA Affiliate have operated and
       administered each Plan in compliance with all applicable laws except for
       such instances of noncompliance as have not resulted in and could not
       reasonably be expected to result in a Material Adverse Effect. Neither
       the Company nor any ERISA Affiliate has incurred any liability pursuant
       to Title I or IV of ERISA or the penalty or excise tax provisions of the
       Code relating to employee benefit plans (as defined in Section 3 of
       ERISA), and no event, transaction or condition has occurred or exists
       that could reasonably be expected to result in the incurrence of any such
       liability by the Company or any ERISA Affiliate, or in the imposition of
       any Lien on any of the rights, properties or assets of the Company or any
       ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to
       such penalty or excise tax provisions or to Section 401(a)(29) or 412 of
       the Code, other than such liabilities or Liens as would not be
       individually or in the aggregate Material.

          (b)  The present value of the aggregate benefit liabilities under each
       of the Plans (other than Multiemployer Plans), determined as of the end
       of such Plan's most recently ended plan year on the basis of the
       actuarial assumptions used to determine the actuarial accrued liability
       on an on-going funding basis in such Plan's most recent actuarial
       valuation report, did not exceed the aggregate current value of the
       assets of such Plan allocable to such benefit liabilities by a Material
       amount. The term "BENEFIT LIABILITIES" has the meaning specified in
       section 4001 of ERISA and the terms "CURRENT VALUE" and "PRESENT VALUE"
       have the meaning specified in section 3 of ERISA.

          (c)  The Company and its ERISA Affiliates have not incurred withdrawal
       liabilities (and are not subject to contingent withdrawal liabilities)
       under section 4201 or 4204 of ERISA in respect of Multiemployer Plans
       that have not been paid, or if contingent, that individually or in the
       aggregate are Material.

          (d)  The expected postretirement benefit obligation (determined as of
       the last day of the Company's most recently ended fiscal year in
       accordance with Financial Accounting Standards Board Statement No. 106,
       without regard to liabilities attributable to continuation coverage
       mandated by section 4980B of the Code) of the Company and its
       Subsidiaries is not Material or has been disclosed in the most recent
       audited consolidated financial statements of the Company and its
       Subsidiaries.

                                       9


          (e)  The execution and delivery of this Agreement and the issuance of
       the Notes hereunder will not involve any transaction that is subject to
       the prohibitions of section 406 of ERISA or in connection with which a
       tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.
       The representation by the Company in the first sentence of this Section
       5.12(e) is made in reliance upon and subject to the accuracy of your
       representation in Section 6.2 as to the sources of the funds used to
       purchase the Existing Notes now held by you.

5.13.  PRIVATE OFFERING BY THE COMPANY.

          Neither the Company nor anyone acting on its behalf has offered the
Notes or any similar securities for sale to, or solicited any offer to buy any
of the same from, or otherwise approached or negotiated in respect thereof with,
any person other than you and the Other Purchasers, each of which has been
offered the Notes at a private exchange for investment. Neither the Company nor
anyone acting on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes to the registration requirements of
Section 5 of the Securities Act.

5.14.  USE OF PROCEEDS; MARGIN REGULATIONS.

          Allen applied the proceeds of the sale of the Existing Notes as set
forth in Schedule 5.14. No part of the proceeds from the sale of the Existing
Notes were used, directly or indirectly, for the purpose of buying or carrying
any margin stock within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System (12 CFR 221 and 224), or for the purpose of buying or
carrying or trading in any securities under such circumstances as to involve
Allen in a violation of Regulation X of said Board (12 CFR 224) or to involve
any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).
Margin stock does not constitute more than 1.0% of the value of the consolidated
assets of the Company and its Subsidiaries and the Company does not have any
present intention that margin stock will constitute more than 1.0% of the value
of such assets. As used in this Section, the terms "MARGIN STOCK" and "PURPOSE
OF BUYING OR CARRYING" shall have the meanings assigned to them in said
Regulation U. For purposes of the foregoing, margin stock shall not include
common stock of the Company held in its treasury.

5.15.  EXISTING INDEBTEDNESS; FUTURE LIENS.

          (a)  Except as described therein, Schedule 5.15 sets forth a complete
       and correct list of all outstanding Indebtedness of the Company and its
       Subsidiaries as of March 31, 2003, since which date there has been no
       Material change in the amounts, interest rates, sinking funds,
       installment payments or maturities of the Indebtedness of the Company or
       its Subsidiaries. Neither the Company nor any Subsidiary is in default
       and no waiver of default is currently in effect, in the payment of any
       principal or interest on any Indebtedness of the Company or such
       Subsidiary that is outstanding in an aggregate principal amount in excess
       of $5,000,000 and no event or condition exists with respect to any
       Indebtedness of the Company or any Subsidiary that is outstanding in an
       aggregate principal amount in excess of $5,000,000 and that would permit
       (or that with notice or the lapse of time, or both, would permit) one or
       more Persons to cause such Indebtedness to

                                       10


       become due and payable before its stated maturity or before its regularly
       scheduled dates of payment.

          (b)  Except as disclosed in Schedule 5.15, neither the Company nor any
       Subsidiary has agreed or consented to cause or permit in the future (upon
       the happening of a contingency or otherwise) any of its property, whether
       now owned or hereafter acquired, to be subject to a Lien not permitted by
       Section 10.2.

5.16.  FOREIGN ASSETS CONTROL REGULATIONS, ETC.

          Neither the issuance of the Notes by the Company hereunder nor the use
of the proceeds of Existing Notes by Allen violated or will violate the Trading
with the Enemy Act, as amended, or any of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) or any enabling legislation or executive order relating thereto.

5.17.  STATUS UNDER CERTAIN STATUTES.

          Neither the Company nor any Subsidiary is subject to regulation under
the Investment Company Act of 1940, as amended, the Public Utility Holding
Company Act of 1935, as amended, the Interstate Commerce Act, as amended by the
ICC Termination Act, as amended, or the Federal Power Act, as amended.

5.18.  ENVIRONMENTAL MATTERS.

          Neither the Company nor any Subsidiary has knowledge of any liability
or has received any notice of any liability, and no proceeding has been
instituted asserting any liability against the Company or any of its
Subsidiaries or any of their respective real properties now owned, leased or
operated by any of them or other assets nor, to the knowledge of the Company or
any Subsidiary, has any such proceeding been instituted against any of their
respective real properties formerly owned, for damage to the environment or
violation of any Environmental Laws, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect. Except as
otherwise disclosed to you in writing,

          (a)  neither the Company nor any Subsidiary has knowledge of any facts
       that would give rise to any liability for violation of Environmental Laws
       or damage to the environment emanating from, occurring on or in any way
       related to real properties now or, to the Company's or such Subsidiary's
       knowledge, formerly owned, leased or operated by any of them or to other
       assets or their use, except, in each case, such as could not reasonably
       be expected to result in a Material Adverse Effect;

          (b)  neither the Company nor any of its Subsidiaries has stored any
       Hazardous Materials on real properties now or formerly owned, leased or
       operated by any of them and has not disposed of any Hazardous Materials
       in a manner contrary to any Environmental Laws in each case in any manner
       that could reasonably be expected to result in a Material Adverse Effect;
       and

                                       11


          (c)  all buildings on all real properties now owned, leased or
       operated by the Company or any of its Subsidiaries are in compliance with
       applicable Environmental Laws, except where failure to comply could not
       reasonably be expected to result in a Material Adverse Effect.

Each of the representations in this Section 5 is made after giving effect to the
consummation of the Merger and the discharge of the obligations of Allen under
the Existing Allen Credit Agreement.

6.     REPRESENTATIONS OF THE PURCHASERS.

6.1.   PURCHASE FOR INVESTMENT.

          You represent that you are acquiring the Notes to be issued to you for
your own account or for one or more separate accounts maintained by you or for
the account of one or more pension or trust funds and not with a view to the
distribution thereof, PROVIDED that the disposition of your or their property
shall at all times be within your or their control. You understand that the
Notes to be issued to you have not been registered under the Securities Act and
may be resold only if registered pursuant to the provisions of the Securities
Act or if an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption is required
by law, and that the Company is not required to register the Notes.

6.2.   SOURCE OF FUNDS.

          You represent that at least one of the following statements is an
accurate representation as to each source of funds (a "SOURCE") used by you to
purchase the Existing Notes now held by you:

          (a)  if you are an insurance company, the Source did not include
       assets allocated to any separate account maintained by you in which any
       employee benefit plan (or its related trust) had any interest, other than
       a separate account that was maintained solely in connection with your
       fixed contractual obligations under which the amounts payable, or
       credited, to such plan and to any participant or beneficiary of such plan
       (including any annuitant) are not affected in any manner by the
       investment performance of the separate account; or

          (b)  the Source was either (i) an insurance company pooled separate
       account, within the meaning of Prohibited Transaction Exemption ("PTE")
       90-1 (issued January 29, 1990), or (ii) a bank collective investment
       fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and,
       except as you have disclosed to the Allen in writing pursuant to Section
       6.2(b) of the Existing Note Agreement, no employee benefit plan or group
       of plans maintained by the same employer or employee organization
       beneficially owns more than 10% of all assets allocated to such pooled
       separate account or collective investment fund; or

          (c)  the Source constituted assets of an "investment fund" (within the
       meaning of Part V of the QPAM Exemption) managed by a "qualified
       professional asset manager" or "QPAM" (within the meaning of Part V of
       the QPAM Exemption), no employee

                                       12


       benefit plan's assets that were included in such investment fund, when
       combined with the assets of all other employee benefit plans established
       or maintained by the same employer or by an affiliate (within the meaning
       of Section V(c)(1) of the QPAM Exemption) of such employer or by the same
       employee organization and managed by such QPAM, exceeded 20% of the total
       client assets managed by such QPAM, the conditions of Part 1(c) and (g)
       of the QPAM Exemption were satisfied, neither the QPAM nor a person
       controlling or controlled by the QPAM (applying the definition of
       "control" in Section V(e) of the QPAM Exemption) owned a 5% or more
       interest in the Company and (i) the identity of such QPAM and (ii) the
       names of all employee benefit plans whose assets are included in such
       investment fund have been disclosed to Allen in writing pursuant to
       Section 6.2(c) of the Existing Note Agreement; or

          (d)  the Source was a governmental plan; or

          (e)  the Source was one or more employee benefit plans, or a separate
       account or trust fund comprised of one or more employee benefit plans,
       each of which was identified to Allen in writing pursuant to this Section
       6.2(e) of the Existing Note Agreement; or

          (f)  the Source did not include assets of any employee benefit plan,
       other than a plan exempt from the coverage of ERISA; or

          (g)  the Source was an insurance company general account" as such term
       is defined in the Department of Labor Prohibited Transaction Class
       Exemption 95-60 (issued July 12, 1995) ("PTE 95-60") and there was no
       "employee benefit plan" with respect to which the aggregate amount of
       such general account's reserves and liabilities for the contracts held by
       or on behalf of such employee benefit plan and all other employee benefit
       plans maintained by the same employer (and affiliates thereof as defined
       in Section V(a)(1) of PTE 95-60) or by the same employee organization (in
       each case determined in accordance with the provisions of PTE 95-60)
       exceeded 10% of the total reserves and liabilities of such general
       account (as determined under PTE 95-60) (exclusive of separate account
       liabilities) plus surplus as set forth in the National Association of
       Insurance Commissioners Annual Statement filed with the state of domicile
       of such Purchaser.

As used in this Section 6.2, the terms "EMPLOYEE BENEFIT PLAN", "GOVERNMENTAL
PLAN", "PARTY IN INTEREST" and "SEPARATE ACCOUNT" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

7.     INFORMATION AS TO COMPANY.

7.1.   FINANCIAL AND BUSINESS INFORMATION

          The Company shall deliver to each holder of Notes that is an
       Institutional Investor:

          (a)  QUARTERLY STATEMENTS -- within 60 days after the end of each
       quarterly fiscal period in each fiscal year of the Company (other than
       the last quarterly fiscal period of each such fiscal year), duplicate
       copies of,

                                       13


               (i)     a consolidated balance sheet of the Company and its
          Subsidiaries as at the end of such quarter, and

               (ii)    consolidated statements of income, changes in
          stockholders' equity and cash flows of the Company and its
          Subsidiaries, for such quarter and (in the case of the second and
          third quarters) for the portion of the fiscal year ending with such
          quarter,

       setting forth in each case in comparative form the figures for the
       corresponding periods in the previous fiscal year, all in reasonable
       detail, prepared in accordance with GAAP applicable to quarterly
       financial statements generally, and certified by a Senior Financial
       Officer as fairly presenting, in all material respects, the financial
       position of the companies being reported on and their results of
       operations and cash flows, subject to changes resulting from year-end
       adjustments, PROVIDED that delivery within the time period specified
       above of copies of the Company's Quarterly Report on Form l0-Q prepared
       in compliance with the requirements therefor and filed with the
       Securities and Exchange Commission shall be deemed to satisfy the
       requirements of this Section 7.1(a);

          (b)  ANNUAL STATEMENTS -- within 120 days after the end of each fiscal
       year of the Company, duplicate copies of,

               (i)     a consolidated balance sheet of the Company and its
          Subsidiaries, as at the end of such year, and

               (ii)    consolidated statements of income, changes in
          stockholders' equity and cash flows of the Company and its
          Subsidiaries, for such year,

       setting forth in each case in comparative form the figures for the
       previous fiscal year, all in reasonable detail, prepared in accordance
       with GAAP, and accompanied by an opinion thereon of independent certified
       public accountants of recognized national standing, which opinion shall
       state that such financial statements present fairly, in all material
       respects, the financial position of the companies being reported upon and
       their results of operations and cash flows and have been prepared in
       conformity with GAAP, and that the examination of such accountants in
       connection with such financial statements has been made in accordance
       with generally accepted auditing standards, and that such audit provides
       a reasonable basis for such opinion in the circumstances, PROVIDED that
       the delivery within the time period specified above of the Company's
       Annual Report on Form 10-K for such fiscal year (together with the
       Company's annual report to shareholders, if any, prepared pursuant to
       Rule 14a-3 under the Exchange Act) prepared in accordance with the
       requirements therefor and filed with the Securities and Exchange
       Commission, together with such accountant's opinion, shall be deemed to
       satisfy the requirements of this Section 7.1(b);

          (c)  SEC AND OTHER REPORTS -- promptly upon their becoming available,
       one copy of (i) each financial statement, report, notice or proxy
       statement sent by the Company or any Subsidiary to public securities
       holders generally, and (ii) each regular or periodic report, each
       registration statement (without exhibits except as expressly requested

                                       14


       by such holder), and each prospectus and all amendments thereto filed by
       the Company or any Subsidiary with the Securities and Exchange Commission
       and of all press releases and other statements made available generally
       by the Company or any Subsidiary to the public concerning developments
       that are Material;

          (d)  NOTICE OF DEFAULT OR EVENT OF DEFAULT -- promptly, and in any
       event within five days after a Responsible Officer obtains actual
       knowledge of the existence of any Default or Event of Default or that any
       Person has given any notice or taken any action with respect to a claimed
       default hereunder or that any Person has given any notice or taken any
       action with respect to a claimed default of the type referred to in
       Section 11(f), a written notice specifying the nature and period of
       existence thereof and what action the Company is taking or proposes to
       take with respect thereto;

          (e)  ERISA MATTERS -- promptly, and in any event within five days
       after a Responsible Officer becoming aware of any of the following, a
       written notice setting forth the nature thereof and the action, if any,
       that the Company or an ERISA Affiliate proposes to take with respect
       thereto:

               (i)     with respect to any Plan, any reportable event, as
          defined in section 4043(b) of ERISA and the regulations thereunder,
          for which notice thereof has not been waived pursuant to such
          regulations as in effect on the date hereof; or

               (ii)    the taking by the PBGC of steps to institute, or the
          threatening by the PBGC of the institution of, proceedings under
          section 4042 of ERISA for the termination of, or the appointment of a
          trustee to administer, any Plan, or the receipt by the Company or any
          ERISA Affiliate of a notice from a Multiemployer Plan that such action
          has been taken by the PBGC with respect to such Multiemployer Plan; or

               (iii)   any event, transaction or condition that could result in
          the incurrence of any liability by the Company or any ERISA Affiliate
          pursuant to Title I or IV of ERISA or the penalty or excise tax
          provisions of the Code relating to employee benefit plans, or in the
          imposition of any Lien on any of the rights, properties or assets of
          the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA
          or such penalty or excise tax provisions, if such liability or Lien,
          taken together with any other such liabilities or Liens then existing,
          could reasonably be expected to have a Material Adverse Effect;

          (f)  NOTICES FROM GOVERNMENTAL AUTHORITY -- promptly, and in any event
       within 30 days of receipt thereof, copies of any notice to the Company or
       any Subsidiary from any Federal or state Governmental Authority relating
       to any order, ruling, statute or other law or regulation that could
       reasonably be expected to have a Material Adverse Effect; and

          (g)  REQUESTED INFORMATION -- with reasonable promptness, such other
       data and information relating to the business, operations, affairs,
       financial condition, assets or properties of the Company or any of its
       Subsidiaries or relating to the ability of the

                                       15


       Company to perform its obligations hereunder and under the Notes as from
       time to time may be reasonably requested by any such holder of Notes.

7.2.   OFFICER'S CERTIFICATE.

          Each set of financial statements delivered to a holder of Notes
pursuant to Section 7.1(a) or (b) shall be accompanied by a certificate of a
Senior Financial Officer setting forth:

          (a)  COVENANT COMPLIANCE -- the information (including detailed
       calculations) required in order to establish whether the Company was in
       compliance with the requirements of Section 10.1 through Section 10.5,
       inclusive, during the quarterly or annual period covered by the
       statements then being furnished (including with respect to each such
       Section, where applicable, the calculations of the maximum or minimum
       amount, ratio or percentage, as the case may be, permissible under the
       terms of such Sections, and the calculation of the amount, ratio or
       percentage then in existence); and

          (b)  EVENT OF DEFAULT -- a statement that such officer has reviewed
       the relevant terms hereof and has made, or caused to be made, under his
       or her supervision, a review of the transactions and conditions of the
       Company and its Subsidiaries from the beginning of the quarterly or
       annual period covered by the statements then being furnished to the date
       of the certificate and that such review shall not have disclosed the
       existence during such period of any condition or event that constitutes a
       Default or an Event of Default or, if any such condition or event existed
       or exists (including any such event or condition resulting from the
       failure of the Company or any Subsidiary to comply with any Environmental
       Law), specifying the nature and period of existence thereof and what
       action the Company shall have taken or proposes to take with respect
       thereto.

7.3.   INSPECTION.

          The Company will permit the representatives of each holder of Notes
that is an Institutional Investor:

          (a)  NO DEFAULT -- if no Default or Event of Default then exists, at
       the expense of such holder and upon reasonable prior notice to the
       Company, to visit the principal executive office of the Company, to
       discuss the affairs, finances and accounts of the Company and its
       Subsidiaries with the Company's officers and (with the consent of the
       Company, which consent will not be unreasonably withheld) to visit the
       other offices and properties of the Company and each Subsidiary, all at
       such reasonable times and as often as may be reasonably requested in
       writing; and

          (b)  DEFAULT -- if a Default or Event of Default then exists, at the
       expense of the Company and upon reasonable prior notice to the Company,
       to visit the principal executive office of the Company, to discuss the
       affairs, finances and accounts of the Company and its Subsidiaries with
       the Company's officers, and (with the consent of the Company, which
       consent will not be unreasonably withheld) its independent public
       accountants, and (with the consent of the Company, which consent will not
       be unreasonably withheld) to visit the other offices and properties of
       the Company and each

                                       16


       Subsidiary, all at such reasonable times and as often as may be
       reasonably requested in writing.

8.     PREPAYMENT OF THE NOTES.

8.1.   REQUIRED PREPAYMENTS.

          The Series 2003-B Notes are subject to required prepayment on November
14, 2003 and on each November 14 thereafter to and including November 14, 2006,
on which dates the Company will prepay $7,833,333 principal amount (or such
lesser principal amount as shall then be outstanding) of the Series 2003-B
Notes, at par, without payment of the Make-Whole Amount or any premium. The
Series 2003-A Notes and the Series 2003-C Notes are not subject to required
prepayment.

8.2.   OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT.

          The Company may, at its option, upon notice as provided below, prepay
at any time all, or from time to time any part of, the Notes, in an amount not
less than $2,000,000 in the aggregate in the case of a partial prepayment, at
100% of the principal amount so prepaid, plus the Make-Whole Amount determined
for the prepayment date with respect to such principal amount. The Company will
give each holder of the Notes written notice of each optional prepayment under
this Section 8.2 not less than 30 days and not more than 60 days prior to the
date fixed for such prepayment. Each such notice shall specify such date, the
aggregate principal amount of the Notes to be prepaid on such date, the
principal amount of each Note held by such holder to be prepaid (determined in
accordance with Section 8.3), and the interest to be paid on the prepayment date
with respect to such principal amount being prepaid, and shall be accompanied by
a certificate of a Senior Financial Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such
notice were the date of the prepayment), setting forth the details of such
computation. Two Business Days prior to such prepayment, the Company shall
deliver to each holder of Notes a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.

8.3.   ALLOCATION OF PARTIAL PREPAYMENTS.

          In the case of each partial prepayment of the Notes, the principal
amount of the Notes to be prepaid shall be allocated among all of the Notes at
the time outstanding in proportion, as nearly as practicable, to the respective
unpaid principal amounts thereof not theretofore called for prepayment. Each
such partial prepayment pursuant to Section 8.2 shall be applied first to the
payment due on such Notes at final maturity and thereafter to any required
prepayments on such Notes, in inverse order of maturity.

8.4.   MATURITY; SURRENDER, ETC.

          In the case of each prepayment of Notes pursuant to this Section 8,
the principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Company shall fail

                                       17


to pay such principal amount when so due and payable, together with the interest
and Make-Whole Amount, if any, as aforesaid, interest on such principal amount
shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to
the Company and canceled and shall not be reissued, and no Note shall be issued
in lieu of any prepaid principal amount of any Note.

8.5.   PURCHASE OF THE NOTES.

          The Company will not, and will not permit any Affiliate to, purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes except upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of the Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

8.6.   MAKE-WHOLE AMOUNT.

          The term "MAKE-WHOLE AMOUNT" means, with respect to any Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, PROVIDED that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:

          "CALLED PRINCIPAL" means, with respect to any Note, the principal of
       such Note that is to be prepaid pursuant to Section 8.2 or has become or
       is declared to be immediately due and payable pursuant to Section 12.1,
       as the context requires.

          "DISCOUNTED VALUE" means, with respect to the Called Principal of any
       Note, the amount obtained by discounting all Remaining Scheduled Payments
       with respect to such Called Principal from their respective scheduled due
       dates to the Settlement Date with respect to such Called Principal, in
       accordance with accepted financial practice and at a discount factor
       (applied on the same periodic basis as that on which interest on the
       Notes is payable) equal to the Reinvestment Yield with respect to such
       Called Principal.

          "REINVESTMENT YIELD" means, with respect to the Called Principal of
       any Note, .50% over the yield to maturity implied by (i) the yields
       reported, as of 10:00 A.M. (New York City time) on the second Business
       Day preceding the Settlement Date with respect to such Called Principal,
       on the display designated as the "PX1 Screen" on the Bloomberg Financial
       Market Service (or such other display as may replace the PX1 Screen on
       Bloomberg Financial Market Service) for actively traded U.S. Treasury
       securities having a maturity equal to the Remaining Average Life of such
       Called Principal as of such Settlement Date, or (ii) if such yields are
       not reported as of such time or the yields reported as of such time are
       not ascertainable, the Treasury Constant Maturity Series Yields reported,
       for the latest day for which such yields have been so reported as of the
       second Business Day preceding the Settlement Date with respect to such
       Called Principal, in Federal Reserve Statistical Release H.15 (519) (or
       any comparable successor publication) for actively traded U.S. Treasury
       securities having a constant maturity equal to the Remaining Average Life
       of such Called Principal as of such Settlement Date. Such

                                       18


       implied yield will be determined, if necessary, by (a) converting U.S.
       Treasury bill quotations to bond-equivalent yields in accordance with
       accepted financial practice and (b) interpolating linearly between (1)
       the actively traded U.S. Treasury security with the maturity closest to
       and greater than the Remaining Average Life and (2) the actively traded
       U.S. Treasury security with the maturity closest to and less than the
       Remaining Average Life.

          "REMAINING AVERAGE LIFE" means, with respect to any Called Principal,
       the number of years (calculated to the nearest one-twelfth year) obtained
       by dividing (i) such Called Principal into (ii) the sum of the products
       obtained by multiplying (a) the principal component of each Remaining
       Scheduled Payment with respect to such Called Principal by (b) the number
       of years (calculated to the nearest one-twelfth year) that will elapse
       between the Settlement Date with respect to such Called Principal and the
       scheduled due date of such Remaining Scheduled Payment.

          "REMAINING SCHEDULED PAYMENTS" means, with respect to the Called
       Principal of any Note, all payments of such Called Principal and interest
       thereon that would be due after the Settlement Date with respect to such
       Called Principal if no payment of such Called Principal were made prior
       to its scheduled due date, PROVIDED that if such Settlement Date is not a
       date on which interest payments are due to be made under the terms of the
       Notes in question, then the amount of the next succeeding scheduled
       interest payment will be reduced by the amount of interest accrued to
       such Settlement Date and required to be paid on such Settlement Date
       pursuant to Section 8.2 or 12.1.

          "SETTLEMENT DATE" means, with respect to the Called Principal of any
       Note, the date on which such Called Principal is to be prepaid pursuant
       to Section 8.2 or has become or is declared to be immediately due and
       payable pursuant to Section 12.1, as the context requires.

9.     AFFIRMATIVE COVENANTS.

          The Company covenants that so long as any of the Notes are
       outstanding:

9.1.   COMPLIANCE WITH LAW.

          The Company will, and will cause each Subsidiary to, comply with all
laws, ordinances or governmental rules or regulations to which each of them is
subject, including Environmental Laws, and will obtain and maintain in effect
all licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                                       19


9.2.   INSURANCE.

          The Company will, and will cause each Subsidiary to, maintain, with
financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly situated.

9.3.   MAINTENANCE OF PROPERTIES.

          The Company will and will cause each Subsidiary to maintain and keep,
or cause to be maintained and kept, their respective properties in good repair,
working order and condition (other than ordinary wear and tear), so that the
business carried on in connection therewith may be properly conducted at all
times, provided that this Section shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its
properties if such discontinuance is desirable in the conduct of its business
and the Company has concluded that such discontinuance could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.4.   PAYMENT OF TAXES AND CLAIMS.

          The Company will, and will cause each Subsidiary to, file all tax
returns required to be filed in any jurisdiction and to pay and discharge all
taxes shown to be due and payable on such returns and all other taxes,
assessments, governmental charges, or levies imposed on them or any of their
properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent
and all claims for which sums have become due and payable that have or might
become a Lien on properties or assets of the Company or any Subsidiary, PROVIDED
that neither the Company nor any Subsidiary need pay any such tax or assessment
or claims if (i) the amount, applicability or validity thereof is contested by
the Company or such Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company
or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.

9.5.   CORPORATE EXISTENCE, ETC.

          Subject to Section 10.4, the Company will at all times preserve and
keep in full force and effect its corporate existence. Subject to Sections 10.3
and 10.4, the Company will at all times preserve and keep in full force and
effect the corporate existence of each Subsidiary (unless merged into the
Company or a Subsidiary) and all rights and franchises of the Company and its
Subsidiaries unless, in the good faith judgment of the Company, the termination
of or failure to preserve and keep in full force and effect such corporate
existence, right or franchise could not, individually or in the aggregate, have
a Material Adverse Effect.

                                       20


9.6.   SUBSIDIARY GUARANTY AGREEMENTS.

          The Company covenants that if at any time any Subsidiary shall be
subject to a Guaranty with respect to the Credit Agreement or any Domestic
Subsidiary shall become a borrower under the Credit Agreement, then the Company
will, at such time, cause (a) such Subsidiary to execute and deliver to the
holders of the Notes a guarantee agreement, in form and substance satisfactory
to the Required Holder(s) (a "GUARANTEE AGREEMENT"), under which such Subsidiary
guaranties the due and punctual payment of the obligations of the Company under
this Agreement and the Notes, together with resolutions of the board of
directors of such Subsidiary authorizing the execution, delivery and performance
of such Guarantee Agreement by such Subsidiary, certified by the Secretary or
Assistant Secretary of such Subsidiary, certified copies of the articles of
incorporation or by-laws of such Subsidiary, and an opinion of counsel, in form
and substance satisfactory to the Required Holder(s), as to such matters with
respect thereto as the Required Holder(s) may reasonably request, and (b) the
Bank Lenders to execute and deliver to the holders of the Notes an intercreditor
agreement between the Bank Lenders and the holders of the Notes relating to the
pari passu sharing of any payments received from any such Subsidiary; provided,
however, that the Company shall not be required to cause the documents described
in clauses (a) and (b) of this Section 9.6 to be delivered so long as both (i)
the only Subsidiary subject to a Guaranty with respect to the Credit Agreement
is Andrew Amplifier and no Domestic Subsidiary shall be a borrower under the
Credit Agreement, and (2) Consolidated Tangible Assets of Andrew Amplifier is
less than $100,000,000. Nothing in this Section 9.6 shall be deemed a consent to
Indebtedness not permitted under Section 10.1 of this Agreement.

10.    NEGATIVE COVENANTS.

          The Company covenants that so long as any of the Notes are
       outstanding:

10.1.  CONSOLIDATED INDEBTEDNESS; INDEBTEDNESS OF SUBSIDIARIES.

          The Company will not permit:

          (a)  Its Consolidated Net Worth to be at any time less than the (x)
       sum of (i) $964,284,000, PLUS (ii) 25% of its Consolidated Net Income for
       each Fiscal Quarter commencing with the Fiscal Quarter ending September
       30, 2003 (calculated without deduction for any net losses), PLUS (iii)
       50% of the proceeds of any Equity Issuance occurring after the Allen
       Closing Date;

          (b)  Its Consolidated Total Debt to EBITDA Ratio as of the end of any
       Fiscal Quarter to be greater than 3.0 to 1.0; or

          (c)  Any Subsidiary to incur any Indebtedness if, after giving effect
       thereto and to the application of the proceeds therefrom, Priority Debt
       outstanding would exceed 20% of Consolidated Total Capitalization.

10.2.  LIENS.

          The Company will not, and will not permit any Subsidiary to, permit to
exist, create, assume or incur, directly or indirectly, any Lien on its
properties or assets, whether now

                                       21


owned or hereafter acquired (unless, concurrently with the incurrence,
assumption or creation of such Lien, the Company makes, or causes to be made,
effective provision whereby the Notes are equally and ratably secured by a Lien
on the same property or assets), except:

          (a)  Liens existing on property or assets of the Company or any
       Subsidiary as of the date of this Agreement that are described in
       Schedule 10.2;

          (b)  Liens for taxes, assessments or governmental charges not then due
       and delinquent or the nonpayment of which is permitted by Section 9.4;

          (c)  encumbrances in the nature of leases, subleases, zoning
       restrictions, easements, rights of way and other rights and restrictions
       of record on the use of real property and defects in title arising or
       incurred in the ordinary course of business, which, individually and in
       the aggregate, do not materially impair the use or value of the property
       or assets subject thereto;

          (d)  Liens incidental to the conduct of business or the ownership of
       properties and assets (including landlords', lessors', carriers',
       warehousemen's, mechanics', materialmen's and other similar liens) and
       Liens to secure the performance of bids, tenders, leases or trade
       contracts, or to secure statutory obligations (including obligations
       under workers compensation, unemployment insurance and other social
       security legislation), surety or appeal bonds or other Liens of like
       general nature incurred in the ordinary course of business and not in
       connection with the borrowing of money;

          (e)  any attachment or judgment Lien, unless the judgment it secures
       has not, within 60 days after the entry thereof, been discharged or
       execution thereof stayed pending appeal, or has not been discharged
       within 60 days after the expiration of any such stay;

          (f)  Liens securing Indebtedness of a Subsidiary to the Company or to
       another Subsidiary and Liens securing Indebtedness of the Company to a
       Subsidiary;

          (g)  Liens (i) existing on property at the time of its acquisition by
       the Company or a Subsidiary and not created in contemplation thereof,
       whether or not the Indebtedness secured by such Lien is assumed by the
       Company or a Subsidiary; or (ii) on property created contemporaneously
       with its acquisition or within 180 days of the acquisition or completion
       of construction thereof to secure or provide for all or a portion of the
       purchase price or cost of construction of such property after the date of
       Closing; or (iii) existing on property of a Person at the time such
       Person is merged or consolidated with, or becomes a Subsidiary of, or
       substantially all of its assets are acquired by, the Company or a
       Subsidiary and not created in contemplation thereof; PROVIDED that in the
       case of clauses (i), (ii) and (iii) such Liens do not extend to
       additional property of the Company or any Subsidiary and that the
       aggregate principal amount of Indebtedness secured by each such Lien does
       not exceed the cost of acquisition or construction of the property
       subject thereto;

          (h)  Liens resulting from extensions, renewals or replacements of
       Liens permitted by paragraphs (a), (f) and (g), PROVIDED that (i) there
       is no increase in the

                                       22


       principal amount or decrease in maturity of the Indebtedness secured
       thereby at the time of such extension, renewal or replacement, (ii) any
       new Lien attaches only to the same property theretofore subject to such
       earlier Lien and (iii) immediately after such extension, renewal or
       replacement no Default or Event of Default would exist; and

          (i)  Additional Liens securing Indebtedness not otherwise permitted by
       paragraphs (a) through (h) above, provided that, at the time of creation,
       assumption or incurrence thereof and immediately after giving effect
       thereto and to the application of the proceeds therefrom, Priority Debt
       outstanding does not exceed 20% of Consolidated Total Capitalization.

Notwithstanding the foregoing, no Lien securing any of the Company's obligations
under the Credit Agreement shall be permitted under any of clauses (a) through
(i), above.

10.3.  SALE OF ASSETS.

          Except as permitted by Section 10.4, the Company will not, and will
not permit any Subsidiary to, sell, lease, transfer or otherwise dispose of,
including by way of merger (collectively a "DISPOSITION"), any assets, including
capital stock of Subsidiaries, in one or more transactions, to any Person, other
than (a) Dispositions in the ordinary course of business, (b) Dispositions by
the Company to a Subsidiary or by a Subsidiary to the Company or another
Subsidiary or (c) other Dispositions not otherwise permitted by this Section
10.3, provided that the aggregate net book value of all assets so disposed of in
any fiscal year pursuant to this Section 10.3(c) does not exceed 15% of
Consolidated Total Assets of the Company as of the end of the immediately
preceding fiscal year. Notwithstanding the foregoing, the Company may, or may
permit any Subsidiary to, make a Disposition and the assets subject to such
Disposition shall not be subject to or included in the foregoing limitation and
computation contained in clause (c) of the preceding sentence to the extent that
(x) such assets are leased back by the Company or any Subsidiary, as lessee,
within 180 days of the Disposition thereof, or (y) the net proceeds from such
Disposition are within one year of such Disposition (A) reinvested in productive
assets by the Company or a Subsidiary consistent with Section 10.7 (and in no
event in assets relating to a discontinued operation at the time of
reinvestment) or (B) applied to the payment or prepayment of any outstanding
Indebtedness of the Company or any Subsidiary that is not subordinated to the
Notes. Any prepayment of Notes pursuant to this Section 10.3 shall be in
accordance with Sections 8.2 and 8.3, without regard to the minimum prepayment
requirements of Section 8.2.

10.4.  MERGERS, CONSOLIDATIONS, ETC.

          The Company will not, and will not permit any Subsidiary to,
consolidate with or merge with any other Person or convey, transfer, sell or
lease all or substantially all of its assets in a single transaction or series
of transactions to any Person except that:

          (a)  The Company may consolidate or merge with any other Person or
       convey, transfer, sell or lease all or substantially all of its assets in
       a single transaction or series of transactions to any Person, provided
       that:

               (i)     the successor formed by such consolidation or the
          survivor of such merger or the Person that acquires by conveyance,
          transfer, sale or lease of all or

                                       23


          substantially all of the assets of the Company as an entirety, as the
          case may be, shall be a solvent corporation organized and existing
          under the laws of the United States, any State thereof (including the
          District of Columbia) or Canada or any province thereof, and, if the
          Company is not such corporation, such corporation (x) shall have
          executed and delivered to each holder of any Notes its assumption of
          the due and punctual performance and observance of each covenant and
          condition of this Agreement and the Notes and (y) shall have caused to
          be delivered to each holder of any Notes an opinion of independent
          counsel reasonably satisfactory to the Required Holders, to the effect
          that all agreements or instruments effecting such assumption are
          enforceable in accordance with their terms and comply with the terms
          hereof;

               (ii)    the Subsidiaries of the successor formed by such
          consolidation or the survivor of such merger or the Person that
          acquires by conveyance, transfer, sale or lease all or substantially
          all of the assets of the Company as an entirety, as the case may be,
          could incur immediately thereafter $1.00 of additional Indebtedness
          without violating Section 10.1;

               (iii)   immediately before and after giving effect to such
          transaction, no Default or Event of Default shall exist (and, for the
          purpose of Sections 10.1(a) and (b), such transaction shall be deemed
          to have occurred as of the last day of the Fiscal Quarter most
          recently ended); and

          (b)  Any Subsidiary may (x) merge into the Company (provided that the
       Company is the surviving corporation) or another Subsidiary or (y) sell,
       transfer or lease all or any part of its assets to the Company or another
       Subsidiary, or (z) merge or consolidate with, or sell, transfer or lease
       all or substantially all of its assets to, any Person in a transaction
       that is permitted by Section 10.3 or, as a result of which, such Person
       becomes an Subsidiary; PROVIDED in each instance set forth in clauses (x)
       through (z) that, immediately before and after giving effect thereto,
       there shall exist no Default or Event of Default (and, for the purpose of
       Sections 10.1(a) and (b), such transaction shall be deemed to have
       occurred as of the last day of the Fiscal Quarter most recently ended);

No such conveyance, transfer, sale or lease of all or substantially all of the
assets of the Company shall have the effect of releasing the Company or any
successor corporation that shall theretofore have become such in the manner
prescribed in this Section 10.4 from its liability under this Agreement or the
Notes.

10.5.  DISPOSITION OF STOCK OF SUBSIDIARIES.

          The Company (i) will not permit any Subsidiary to issue its capital
stock, or any warrants, rights or options to purchase, or securities convertible
into or exchangeable for, such capital stock, to any Person other than the
Company or another Subsidiary, and (ii) will not, and will not permit any
Subsidiary to, sell, transfer or otherwise dispose of any shares of capital
stock of a Subsidiary if such sale would be prohibited by Section 10.3. If a
Subsidiary at any time ceases to be such as a result of a sale or issuance of
its capital stock, any Liens on property of the Company or any other Subsidiary
securing Indebtedness owed to such Subsidiary, which is not

                                       24


contemporaneously repaid, together with such Indebtedness, shall be deemed to
have been incurred by the Company or such other Subsidiary, as the case may be,
at the time such Subsidiary ceases to be a Subsidiary.

10.6.  [INTENTIONALLY OMITTED]

10.7.  NATURE OF BUSINESS.

          The Company will not, and will not permit any Subsidiary to, engage in
any business if; as a result, the general nature of the business in which the
Company and its Subsidiaries, taken as a whole, would then be engaged would be
substantially changed from the general nature of the business in which the
Company and its Subsidiaries, taken as a whole, are engaged on the Closing Date.
As of the date of this Agreement, the Company and its Subsidiaries manufacture
and sell wireless telecommunications equipment, products and services as
described in the Memorandum.

10.8.  TRANSACTIONS WITH AFFILIATES.

          The Company will not and will not permit any Subsidiary to enter into
directly or indirectly any Material transaction or Material group of related
transactions (including the purchase, lease, sale or exchange of properties of
any kind or the rendering of any service) with any Affiliate (other than the
Company or another Subsidiary), except upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would be obtainable in a
comparable arm's-length transaction with a Person not an Affiliate.

11.    EVENTS OF DEFAULT.

          An "EVENT OF DEFAULT" shall exist if any of the following conditions
or events shall occur and be continuing:

          (a)  the Company defaults in the payment of any principal or
       Make-Whole Amount, if any, on any Note when the same becomes due and
       payable, whether at maturity or at a date fixed for prepayment or by
       declaration or otherwise; or

          (b)  the Company defaults in the payment of any interest on any Note
       for more than five Business Days after the same becomes due and payable;
       or

          (c)  the Company defaults in the performance of or compliance with any
       term contained in Section 7.1(d) or Sections 10.1 through 10.8; or

          (d)  the Company defaults in the performance of or compliance with any
       term contained herein (other than those referred to in paragraphs (a),
       (b) and (c) of this Section 11) and such default is not remedied within
       30 days after the earlier of (i) a Responsible Officer obtaining actual
       knowledge of such default and (ii) the Company receiving written notice
       of such default from any holder of a Note; or

          (e)  any representation or warranty made in writing by or on behalf of
       the Company or by any officer of the Company in this Agreement or in any
       writing furnished

                                       25


       in connection with the transactions contemplated hereby proves to have
       been false or incorrect in any material respect on the date as of which
       made; or

          (f)  (i) the Company or any Subsidiary is in default (as principal or
       as guarantor or other surety) in the payment of any principal of or
       premium or make-whole amount or interest on any Indebtedness that is
       outstanding in an aggregate principal amount in excess of 5% of Adjusted
       Consolidated Net Worth (as of the end of the most recently completed
       fiscal period of the Company) beyond any period of grace provided with
       respect thereto or (ii) the Company or any Subsidiary is in default in
       the performance of or compliance with any term of any evidence of any
       Indebtedness that is outstanding in an aggregate principal amount in
       excess of 5% of Adjusted Consolidated Net Worth (as of the end of the
       most recently completed fiscal period of the Company) or of any mortgage,
       indenture or other agreement relating thereto or any other condition
       exists, and as a consequence of such default or condition such
       Indebtedness has become, or has been declared, due and payable before its
       stated maturity or before its regularly scheduled dates of payment; or

          (g)  the Company or any Material Subsidiary (i) is generally not
       paying, or admits in writing its inability to pay, its debts as they
       become due, (ii) files, or consents by answer or otherwise to the filing
       against it of, a petition for relief or reorganization or arrangement or
       any other petition in bankruptcy, for liquidation or to take advantage of
       any bankruptcy, insolvency, reorganization, moratorium or other similar
       law of any jurisdiction, (iii) makes an assignment for the benefit of its
       creditors, (iv) consents to the appointment of a custodian, receiver,
       trustee or other officer with similar powers with respect to it or with
       respect to any substantial part of its property, (v) is adjudicated as
       insolvent or to be liquidated, or (vi) takes corporate action for the
       purpose of any of the foregoing; or

          (h)  a court or governmental authority of competent jurisdiction
       enters an order appointing, without consent by the Company or any
       Material Subsidiary, a custodian, receiver, trustee or other officer with
       similar powers with respect to it or with respect to any substantial part
       of its property, or constituting an order for relief or approving a
       petition for relief or reorganization or any other petition in bankruptcy
       or for liquidation or to take advantage of any bankruptcy or insolvency
       law of any jurisdiction, or ordering the dissolution, winding-up or
       liquidation of the Company or any Material Subsidiary, or any such
       petition shall be filed against the Company or any Material Subsidiary
       and such petition shall not be dismissed within 60 days; or

          (i)  a final judgment or judgments for the payment of money
       aggregating in excess of 5% of Adjusted Consolidated Net Worth (as of the
       end of the most recently completed fiscal period of the Company) are
       rendered against one or more of the Company and its Material
       Subsidiaries, which judgments are not, within 60 days after entry
       thereof; bonded, discharged or stayed pending appeal, or are not
       discharged within 60 days after the expiration of such stay; or

          (j)  if (i) any Plan shall fail to satisfy the minimum funding
       standards of ERISA or the Code for any plan year or part thereof or a
       waiver of such standards or extension of any amortization period is
       sought or granted under section 412 of the Code,

                                       26


       (ii) a notice of intent to terminate any Plan shall have been or is
       reasonably expected to be filed with the PBGC or the PBGC shall have
       instituted proceedings under ERISA section 4042 to terminate or appoint a
       trustee to administer any Plan or the PBGC shall have notified the
       Company or any ERISA Affiliate that a Plan may become a subject of any
       such proceedings, (iii) the aggregate "amount of unfunded benefit
       liabilities" (within the meaning of section 4001(a)(18) of ERISA) under
       all Plans, determined in accordance with Title IV of ERISA, shall exceed
       5% of Adjusted Consolidated Net Worth (as of the end of the most recently
       completed fiscal period of the Company), (iv) the Company or any ERISA
       Affiliate shall have incurred or is reasonably expected to incur any
       liability pursuant to Title I or IV of ERISA or the penalty or excise tax
       provisions of the Code relating to employee benefit plans, (v) the
       Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or
       (vi) the Company or any Subsidiary establishes or amends any employee
       welfare benefit plan that provides post-employment welfare benefits in a
       manner that would increase the liability of the Company or any Subsidiary
       thereunder; and any such event or events described in clauses (i) through
       (vi) above, either individually or together with any other such event or
       events, could reasonably be expected to have a Material Adverse Effect.

As used in Section 11(j), the terms "EMPLOYEE BENEFIT PLAN" and "EMPLOYEE
WELFARE BENEFIT PLAN" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

12.    REMEDIES ON DEFAULT, ETC.

12.1.  ACCELERATION.

          (a)  If an Event of Default with respect to the Company described in
       paragraph (g) or (h) of Section 11 (other than an Event of Default
       described in clause (i) of paragraph (g) or described in clause (vi) of
       paragraph (g) by virtue of the fact that such clause encompasses clause
       (i) of paragraph (g)) has occurred, all the Notes then outstanding shall
       automatically become immediately due and payable.

          (b)  If any other Event of Default has occurred and is continuing, any
       holder or holders of more than 33% in principal amount of the Notes at
       the time outstanding may at any time at its or their option, by notice or
       notices to the Company, declare all the Notes then outstanding to be
       immediately due and payable.

          (c)  If any Event of Default described in paragraph (a) or (b) of
       Section 11 has occurred and is continuing, any holder or holders of Notes
       at the time outstanding affected by such Event of Default may at any
       time, at its or their option, by notice or notices to the Company,
       declare all the Notes held by it or them to be immediately due and
       payable.

          Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount determined in respect of
such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company
acknowledges,

                                       27


and the parties hereto agree, that each holder of a Note has the right to
maintain its investment in the Notes free from repayment by the Company (except
as herein specifically provided for) and that the provision for payment of a
Make-Whole Amount by the Company in the event that the Notes are prepaid or are
accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

12.2.  OTHER REMEDIES.

          If any Default or Event of Default has occurred and is continuing, and
irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for an
injunction against a violation of any of the terms hereof or thereof; or in aid
of the exercise of any power granted hereby or thereby or by law or otherwise.

12.3.  RESCISSION.

          At any time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of not less than 68%
in principal amount of the Notes then outstanding, by written notice to the
Company, may rescind and annul any such declaration and its consequences if (a)
the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or
have been waived pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to the Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

                                       28


12.4.  NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

          No course of dealing and no delay on the part of any holder of any
Note in exercising any right, power or remedy shall operate as a waiver thereof
or otherwise prejudice such holder's rights, powers or remedies. No right, power
or remedy conferred by this Agreement or by any Note upon any holder thereof
shall be exclusive of any other right, power or remedy referred to herein or
therein or now or hereafter available at law, in equity, by statute or
otherwise. Without limiting the obligations of the Company under Section 15, the
Company will pay to the holder of each Note on demand such further amount as
shall be sufficient to cover all costs and expenses of such holder incurred in
any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys' fees, expenses and disbursements.

13.    REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1.  REGISTRATION OF NOTES.

          The Company shall keep at its principal executive office a register
for the registration and registration of transfers of Notes. The name and
address of each holder of one or more Notes, each transfer thereof and the name
and address of each transferee of one or more Notes shall be registered in such
register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner
and holder thereof for all purposes hereof; and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to
any holder of a Note that is an Institutional Investor, promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.

13.2.  TRANSFER AND EXCHANGE OF NOTES.

          Upon surrender of any Note at the principal executive office of the
Company for registration of transfer or exchange (and in the case of a surrender
for registration of transfer, duly endorsed or accompanied by a written
instrument of transfer duly executed by the registered holder of such Note or
his attorney duly authorized in writing and accompanied by the address for
notices of each transferee of such Note or part thereof), the Company shall
execute and deliver, at the Company's expense (except as provided below), one or
more new Notes (as requested by the holder thereof) of the same series in
exchange therefor, in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note shall be payable to
such Person as such holder may request and shall be substantially in the form of
the Note established for such series. Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the surrendered
Note or dated the date of the surrendered Note if no interest shall have been
paid thereon. The Company may require payment of a sum sufficient to cover any
stamp tax or governmental charge imposed in respect of any such transfer of
Notes. Notes shall not be transferred in denominations of less than $500,000,
PROVIDED that if necessary to enable the registration of transfer by a holder of
its entire holding of Notes, one Note may be in a denomination of less than
$500,000. Any transferee, by its acceptance of a Note registered in its name (or
the name of its nominee), shall be deemed to have made the representation set
forth in Section 6.2.

                                       29


13.3.  REPLACEMENT OF NOTES.

          Upon receipt by the Company of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from
such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and

          (a)  in the case of loss, theft or destruction, of indemnity
       reasonably satisfactory to it (PROVIDED that if the holder of such Note
       is, or is a nominee for, an original Purchaser or another Institutional
       Investor holder of a Note with a minimum net worth of at least
       $50,000,000, such Person's own unsecured agreement of indemnity shall be
       deemed to be satisfactory), or

          (b)  in the case of mutilation, upon surrender and cancellation
       thereof;

the Company at its own expense shall execute and deliver, in lieu thereof; a new
Note of the same series, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note
or dated the date of such lost, stolen, destroyed or mutilated Note if no
interest shall have been paid thereon.

14.    PAYMENTS ON THE NOTES.

14.1.  PLACE OF PAYMENT.

          Subject to Section 14.2, payments of principal, Make-Whole Amount, if
any, and interest becoming due and payable on the Notes shall be made in
Chicago, Illinois at the principal office of Bank of America National Trust &
Savings Association in such jurisdiction. The Company may at any time, by notice
to each holder of a Note, change the place of payment of the Notes so long as
such place of payment shall be either the principal office of the Company in
such jurisdiction or the principal office of a bank or trust company in such
jurisdiction.

14.2.  HOME OFFICE PAYMENT.

          So long as you or your nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole Amount, if any, and interest by the method and at the address
specified for such purpose below your name in Schedule A, or by such other
method or at such other address as you shall have from time to time specified to
the Company in writing for such purpose, without the presentation or surrender
of such Note or the making of any notation thereon, except that upon written
request of the Company made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, you shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other disposition
of any Note held by you or your nominee you will, at your election, either
endorse thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in exchange
for a new Note or Notes pursuant to Section 13.2. The Company will afford the
benefits of this Section 14.2 to any Institutional Investor that is the direct
or indirect

                                       30


transferee of any Note purchased by you under this Agreement and that has made
the same agreement relating to such Note as you have made in this Section 14.2.

15.    EXPENSES, ETC.

15.1.  TRANSACTION EXPENSES.

          Whether or not the transactions contemplated hereby are consummated,
the Company will pay all reasonable costs and expenses (including reasonable
attorneys' fees of a special counsel and, if reasonably required, local or other
counsel) incurred by you and each Other Purchaser or holder of a Note in
connection with such transactions and in connection with any amendments, waivers
or consents under or in respect of this Agreement or the Notes (whether or not
such amendment, waiver or consent becomes effective), including, without
limitation: (a) the reasonable costs and expenses incurred in enforcing or
defending (or determining whether or how to enforce or defend) any rights under
this Agreement or the Notes or in responding to any subpoena or other legal
process or informal investigative demand issued in connection with this
Agreement or the Notes, or by reason of being a holder of any Note, (b) if you
acquired your Existing Notes for at least par and your adjusted tax basis in the
Existing Notes is equal to the price paid, excluding any amount paid for accrued
but unpaid interest and reduced by any principal payments received, any and all
tax liability under the Code resulting from the assumption by the Company and
surrender of the Existing Notes and the issuance of the Notes in exchange
therefor pursuant to this Agreement, excluding any tax liability arising from
the receipt of the amendment fee, and (c) the reasonable costs and expenses,
including financial advisors' fees, incurred in connection with the insolvency
or bankruptcy of the Company or any Subsidiary or in connection with any
work-out or restructuring of the transactions contemplated hereby and by the
Notes. The Company will pay, and will save you and each other holder of a Note
harmless from, all claims in respect of any fees, costs or expenses if any, of
brokers and finders (other than those retained by you).

15.2.  SURVIVAL.

          The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement or the Notes, and the termination of this Agreement.

16.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

          All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by you of any Note or portion thereof or interest therein and the payment of any
Note, and may be relied upon by any subsequent holder of a Note, regardless of
any investigation made at any time by or on behalf of you or any other holder of
a Note. All statements contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant to this Agreement shall be
deemed representations and warranties of the Company under this Agreement.
Subject to the preceding sentence, this Agreement and the Notes embody the
entire agreement and understanding between

                                       31


you and the Company and supersede all prior agreements and understandings
relating to the subject matter hereof.

17.    AMENDMENT AND WAIVER

17.1.  REQUIREMENTS.

          This Agreement and the Notes may be amended, and the observance of any
term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and the
Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof; or any defined term (as it
is used therein), will be effective as to you unless consented to by you in
writing, and (b) no such amendment or waiver may, without the written consent of
the holder of each Note at the time outstanding affected thereby, (i) subject to
the provisions of Section 12 relating to acceleration or rescission, change the
amount or time of any prepayment or payment of principal of, or reduce the rate
or change the time of payment or method of computation of interest or of the
Make-Whole Amount on, the Notes, (ii) change the percentage of the principal
amount of the Notes the holders of which are required to consent to any such
amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or
20.

17.2.  SOLICITATION OF HOLDERS OF THE NOTES.

          (a)  SOLICITATION. The Company will provide each holder of the Notes
       (irrespective of the amount of Notes then owned by it) with sufficient
       information, sufficiently far in advance of the date a decision is
       required, to enable such holder to make an informed and considered
       decision with respect to any proposed amendment, waiver or consent in
       respect of any of the provisions hereof or of the Notes. The Company will
       deliver executed or true and correct copies of each amendment, waiver or
       consent effected pursuant to the provisions of this Section 17 to each
       holder of outstanding Notes promptly following the date on which it is
       executed and delivered by, or receives the consent or approval of, the
       requisite holders of the Notes.

          (b)  PAYMENT. The Company will not directly or indirectly pay or cause
       to be paid any remuneration, whether by way of supplemental or additional
       interest, fee or otherwise, or grant any security, to any holder of the
       Notes as consideration for or as an inducement to the entering into by
       any holder of the Notes or any waiver or amendment of any of the terms
       and provisions hereof unless such remuneration is concurrently paid, or
       security is concurrently granted, on the same terms, ratably to each
       holder of the Notes then outstanding even if such holder did not consent
       to such waiver or amendment.

17.3.  BINDING EFFECT, ETC.

          Any amendment or waiver consented to as provided in this Section 17
applies equally to all holders of the Notes and is binding upon them and upon
each future holder of any Note and upon the Company without regard to whether
such Note has been marked to indicate such amendment or waiver. No such
amendment or waiver will extend to or affect any obligation, covenant,
agreement, Default or Event of Default not expressly amended or waived or impair
any right consequent thereon. No course of dealing between the Company and the
holder

                                       32


of any Note nor any delay in exercising any rights hereunder or under any Note
shall operate as a waiver of any rights of any holder of such Note. As used
herein, the term "THIS AGREEMENT" or "THE AGREEMENT" and references thereto
shall mean this Agreement as it may from time to time be amended or
supplemented.

17.4.  NOTES HELD BY COMPANY, ETC.

          Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Agreement or the Notes, or have directed the taking of any action provided
herein or in the Notes to be taken upon the direction of the holders of a
specified percentage of the aggregate principal amount of Notes then
outstanding, Notes directly or indirectly owned by the Company or any of its
Affiliates shall be deemed not to be outstanding.

18.    NOTICES.

          All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

               (i)     if to you or your nominee, to you or it at the address
          specified for such communications in Schedule A, or at such other
          address as you or it shall have specified to the Company in writing,

               (ii)    if to any other holder of any Note, to such holder at
          such address as such other holder shall have specified to the Company
          in writing, or

               (iii)   if to the Company, to the Company at its address set
          forth at the beginning hereof to the attention of the General Counsel
          or Treasurer, or at such other address as the Company shall have
          specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19.    REPRODUCTION OF DOCUMENTS.

          This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and you may destroy any original document so reproduced. The
Company agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular

                                       33


course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Company or any other holder of Notes from contesting any
such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.

20.    CONFIDENTIAL INFORMATION.

          For the purposes of this Section 20, "CONFIDENTIAL INFORMATION" means
information delivered to you by or on behalf of the Company or any Subsidiary in
connection with the transactions contemplated by or otherwise pursuant to this
Agreement that is proprietary in nature and that was clearly marked or labeled
or otherwise adequately identified (in writing with respect to Confidential
Information delivered subsequent to the date of Closing) when received by you as
being confidential information of the Company or such Subsidiary, PROVIDED that
such term does not include information that (a) was publicly known or otherwise
known to you prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by you or any person acting on your
behalf, (c) otherwise becomes known to you other than through disclosure by the
Company or any Subsidiary or (d) constitutes financial statements delivered to
you under Section 7.1 that are otherwise publicly available. You will maintain
the confidentiality of such Confidential Information in accordance with
procedures adopted by you in good faith to protect confidential information of
third parties delivered to you, provided that you may deliver or disclose
Confidential Information to (i) your directors, trustees, officers, employees,
agents, attorneys and affiliates (to the extent such disclosure reasonably
relates to the administration of the investment represented by your Notes), (ii)
your financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this Section 20), (v) any Person from which you offer to purchase any security
of the Company (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this Section 20),
(vi) any federal or state regulatory authority having jurisdiction over you,
(vii) the National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access to
information about your investment portfolio or (viii) any other Person to which
such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to you, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which you are a party or (z) if an Event of Default has occurred
and is continuing, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes and this Agreement. Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to
be bound by and to be entitled to the benefits of this Section 20 as though it
were a party to this Agreement. On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to
be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions of
this Section 20.

                                       34


21.    [INTENTIONALLY OMITTED].

22.    MISCELLANEOUS.

22.1.  SUCCESSORS AND ASSIGNS.

          All covenants and other agreements contained in this Agreement by or
on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not.

22.2.  PAYMENTS DUE ON NON-BUSINESS DAYS.

          Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-Whole Amount or interest on
any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day.

22.3.  SEVERABILITY.

          Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof; and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

22.4.  CONSTRUCTION.

          Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained
herein, so that compliance with any one covenant shall not (absent such an
express contrary provision) be deemed to excuse compliance with any other
covenant. Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

22.5.  COUNTERPARTS.

          This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof; each
signed by less than all, but together signed by all, of the parties hereto.

22.6.  GOVERNING LAW.

          This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law

                                       35


principles of the law of such State that would require the application of the
laws of a jurisdiction other than such State.

22.7.  AMENDMENT AND RESTATEMENT OF EXISTING NOTE AGREEMENT, CONSENT AND
       RELEASE.

          Upon satisfaction (or waiver in writing by each Purchaser) of the
conditions specified in Section 4 hereof, (a) the Existing Note Agreement shall
be amended and restated in its entirety to read as set forth in this Agreement,
(b) the Purchasers consent to the assumption by the Company of the Existing
Notes and the Existing Note Agreement as provided in Section 1 hereof and (c)
the Purchasers release Allen from all obligations under the Existing Note
Agreement and the Existing Notes.

                                    * * * * *


                          [SIGNATURE BLOCKS TO FOLLOW]

                                      ANDREW CORPORATION

                                      By:     Ralph E. Faison
                                      Title:  President & CEO


                                      ALLEN TELECOM, INC.

                                      By:     Roger Schroet
                                      Title:  Treasurer



The foregoing is agreed
to as of the date thereof:


GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY

By:      James G. Lowery
Title:   Assistant Vice President


By:      Tad Anderson
Title:   Manager - Investments

FARM BUREAU LIFE INSURANCE
COMPANY OF MICHIGAN

By:      Steven R. Harkness
Title:   Senior Portfolio Manager


FARM BUREAU MUTUAL INSURANCE
COMPANY OF MICHIGAN

By:      Steven R. Harkness
Title:   Senior Portfolio Manager


FARM BUREAU GENERAL INSURANCE
COMPANY OF MICHIGAN

By:      Steven R. Harkness
Title:   Senior Portfolio Manager


LONDON LIFE AND GENERAL
REINSURANCE COMPANY LIMITED

By:      Orchard Capital Management, LLC, as Investment Advisor

By:      Mark Corbett
Title:   Manager and Vice President


By:      Cathe Tocher
Title:   Authorized Signatory

                                        2


AMERICAN FAMILY LIFE INSURANCE
COMPANY

By:      Phillip Hannifan
Title:   Investment Director


CONNECTICUT GENERAL LIFE
INSURANCE COMPANY

By CIGNA Investments, Inc. (authorized agent)


By:      Debra J. Height
Title:   Managing Director


PAN-AMERICAN LIFE INSURANCE
COMPANY


By:      Luis I. Ingles, Jr.
Title:   Senior Vice President, Investments


THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA


By:      Ellen I. Whittaker
Title:   Director

                                        3


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS


                                                              Principal Amount of
                                                              Notes to be Received
                                              --------------------------------------------------------
Name of Purchaser                               Series 2003-A      Series 2003-B        Series 2003-C
- -----------------                               -------------      -------------        -------------
                                                                               
GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY                                                  $14,333,333.34


Great-West Life & Annuity Insurance Company
   3rd Floor, Tower 2
   8515 East Orchard Road
   Greenwood Village, Colorado  80111

PAYMENTS OF PRINCIPAL AND INTEREST

WIRE INSTRUCTIONS:

ABA #021-000-018 BKofNYC/CTR/BBK=IOC566
P&I Department - GWL #640935

   Special Instructions: 1) security description (PPN #),
                         2) allocation of payment between principal and
                            interest, and
                         3) confirmation of principal balance.


NOTICE OF SUCH PAYMENTS

The Bank of New York
   Institutional Custody Department, 14th Floor
   One Wall Street
   New York, New York  10286

   Telecopier:  212.635.8844


NOTICE FOR OTHER COMMUNICATIONS / FINANCIAL STATEMENTS, TRUSTEE REPORTS, ETC.

Great-West Life & Annuity Insurance Company
   8515 East Orchard Road, 3T2
   Greenwood Village, Colorado  80111
   Attention:  Corporate Finance Investments

   Telecopier:  303.737.6193

                                        1
                                   Schedule A


PHYSICAL DELIVERY OF SECURITIES - NEW ISSUE

The Bank of New York
   3rd Floor, Window A
   One Wall Street
   New York, New York  10286
   Attention:  Receive/Deliver Department - GWL # 640935

Tax Identification Number: 84-0467907

                                        2
                                   Schedule A


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS


                                                              Principal Amount of
                                                              Notes to be Received
                                                ------------------------------------------------------
Name of Purchaser                               Series 2003-A      Series 2003-B        Series 2003-C
- -----------------                               -------------      -------------        --------------
                                                                               
GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY                                                  $2,333,333.48


Great-West Life & Annuity Insurance Company
   3rd Floor, Tower 2
   8515 East Orchard Road
   Greenwood Village, Colorado  80111

PAYMENTS OF PRINCIPAL AND INTEREST

WIRE INSTRUCTIONS:

ABA #021-000-018 BKofNYC/CTR/BBK=IOC566
P & I Dept./Guaranteed Period Fund MVA/640939

   Special Instructions: 1) security description (PPN #),
                         2) allocation of payment between principal and
                            interest, and
                         3) confirmation of principal balance.


NOTICE OF SUCH PAYMENTS

The Bank of New York
   Attn:  GWL&A Administrator
   Institutional Custody Department, 14th Floor
   One Wall Street
   New York, New York  10286

   Telecopier:  212.635.8844


NOTICE FOR OTHER COMMUNICATIONS / FINANCIAL STATEMENTS, TRUSTEE REPORTS, ETC.

Great-West Life & Annuity Insurance Company
   8515 East Orchard Road, 3T2
   Greenwood Village, Colorado  80111
   Attention:  Corporate Finance Investments

                                        3
                                   Schedule A


   Facsimile:  303.737.6193


PHYSICAL DELIVERY OF SECURITIES - NEW ISSUE

The Bank of New York
   3rd Floor, Window A
   Attn: Receive/Deliver Department - GWL #640939
   One Wall Street
   New York, New York  10286


Tax Identification Number: 84-0467907

                                        4
                                   Schedule A


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS


                                                              Principal Amount of
                                                              Notes to be Received
                                                -------------------------------------------------------
Name of Purchaser                               Series 2003-A      Series 2003-B          Series 2003-C
- -----------------                               -------------      -------------          -------------
                                                                                   
GREAT-WEST LIFE & ANNUITY                                                                   $9,000,000
INSURANCE COMPANY


Great-West Life & Annuity Insurance Company
   3rd Floor, Tower 2
   8515 East Orchard Road
   Greenwood Village, Colorado  80111

PAYMENTS OF PRINCIPAL AND INTEREST

WIRE INSTRUCTIONS:

ABA #021-000-018 BKofNYC/CTR/BBK=IOC566
P&I Department - GWL #640935

   Special Instructions: 1) security description (PPN #),
                         2) allocation of payment between principal and
                            interest, and
                         3) confirmation of principal balance.


NOTICE OF SUCH PAYMENTS

The Bank of New York
   Institutional Custody Department, 14th Floor
   One Wall Street
   New York, New York  10286

   Telecopier:  212.635.8844


NOTICE FOR OTHER COMMUNICATIONS / FINANCIAL STATEMENTS, TRUSTEE REPORTS, ETC.
- -----------------------------------------------------------------------------

Great-West Life & Annuity Insurance Company
   8515 East Orchard Road, 3T2
   Greenwood Village, Colorado  80111
   Attention:  Corporate Finance Investments

   Telecopier:  303.737.6193

                                        5
                                   Schedule A


PHYSICAL DELIVERY OF SECURITIES - NEW ISSUE

The Bank of New York
   3rd Floor, Window A
   One Wall Street
   New York, New York  10286
   Attention:  Receive/Deliver Department - GWL # 640935


Tax Identification Number: 84-0467907

                                        6
                                   Schedule A


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS


                                                              Principal Amount of
                                                              Notes to be Received
                                                ---------------------------------------------------- -
Name of Purchaser                               Series 2003-A      Series 2003-B          Series 2003-C
- -----------------                               -------------      -------------          -------------
                                                                                 
FARM BUREAU LIFE INSURANCE                                         $3,000,000
COMPANY OF MICHIGAN


(1)      Wire Instructions for Income:

               Comerica Bank
               ABA #072000096
               Credit Trust Operations
               Fixed Income Unit
               Acct. # 21585-98530
               (Security Name)
               (Principal ________ Interest______)


(2)      Address to Use for Any Notices:

               Farm Bureau Life Insurance Company of Michigan
               Attn: Steven R. Harkness - Investment Division
               P.O. Box 30400
               Lansing, Michigan 48909

               Overnight Address:
               7373 W. Saginaw
               Lansing, Michigan 48917
               Phone: (517) 323-6670
               Fax: (517) 323-6554

               With Copies to:

               Comerica Bank
               Trust Operations
               P.O. Box 75000
               Detroit, MI 48275-3454

               And

                                        7
                                   Schedule A


               Great-West Life & Annuity Insurance Company
               3rd Floor, Tower 2
               89515 East Orchard Road
               Greenwood Village, Colorado 80111
               Attn: Corporate Finance Investments

(3)      Delivery Instructions for the Securities:

               Comerica Bank
               411 West Lafayette
               Detroit, MI 48226
               Attn: Daniel J. Molnar - MC3462


Tax Identification Number: 38-6056370

                                        8
                                   Schedule A


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS


                                                              Principal Amount of
                                                              Notes to be Received
                                                -------------------------------------------------------
Name of Purchaser                               Series 2003-A      Series 2003-B          Series 2003-C
- -----------------                               --------------     -------------          -------------
                                                                                 
FARM BUREAU MUTUAL                                                 $1,000,000
INSURANCE COMPANY OF
MICHIGAN


(1)      Wire Instructions for Income:

               Comerica Bank
               ABA #072000096
               Credit Trust Operations
               Fixed Income Unit
               Acct. # 21585-98530
               (Security Name)
               (Principal ________  Interest______)


(2)      Address to Use for Any Notices:

               Farm Bureau Mutual Insurance Company of Michigan
               c/o Farm Bureau Life Insurance Company of Michigan
               Attn: Steven R. Harkness - Investment Division
               P.O. Box 30400
               Lansing, Michigan  48909

               Overnight Address:
               7373 W. Saginaw
               Lansing, Michigan  48917
               Phone: (517) 323-6670
               Fax: (517) 323-6554

               With Copies to:

               Comerica Bank
               Trust Operations
               P.O. Box 75000
               Detroit, MI  48275-3454

               And

                                        9
                                   Schedule A


               Great-West Life & Annuity Insurance Company
               3rd Floor, Tower 2
               89515 East Orchard Road
               Greenwood Village, Colorado 80111
               Attn: Corporate Finance Investments

(3)      Delivery Instructions for the Securities:

               Comerica Bank
               411 West Lafayette
               Detroit, MI 48226
               Attn: Daniel J. Molnar - MC3462


Tax Identification Number: 38-1316179

                                       10
                                   Schedule A


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS


                                                              Principal Amount of
                                                              Notes to be Received
                                                -------------------------------------------------------
Name of Purchaser                               Series 2003-A      Series 2003-B          Series 2003-C
- -----------------                               --------------     --------------         -------------
                                                                                 
FARM BUREAU GENERAL                                                $1,000,000
INSURANCE COMPANY OF
MICHIGAN


(1)      Wire Instructions for Income:

               Comerica Bank
               ABA #072000096
               Credit Trust Operations
               Fixed Income Unit
               Acct. # 21585-98530
               (Security Name)
               (Principal ________  Interest______)


(2)      Address to Use for Any Notices:

               Farm Bureau General Insurance Company of Michigan
               c/o Farm Bureau Life Insurance Company of Michigan
               Attn: Steven R. Harkness - Investment Division
               P.O. Box 30400
               Lansing, Michigan  48909

               Overnight Address:
               7373 W. Saginaw
               Lansing, Michigan  48917
               Phone: (517) 323-6670
               Fax: (517) 323-6554

               With Copies to:

               Comerica Bank
               Trust Operations
               P.O. Box 75000
               Detroit, MI  48275-3454

          And

                                       11
                                   Schedule A


               Great-West Life & Annuity Insurance Company
               3rd Floor, Tower 2
               89515 East Orchard Road
               Greenwood Village, Colorado 80111
               Attn: Corporate Finance Investments

(3)      Delivery Instructions for the Securities:

               Comerica Bank
               411 West Lafayette
               Detroit, MI 48226
               Attn: Daniel J. Molnar - MC3462


Tax Identification Number: 38-6056228

                                       12
                                   Schedule A


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS


                                                              Principal Amount of
                                                              Notes to be Received
                                                -------------------------------------------------------
Name of Purchaser                               Series 2003-A      Series 2003-B          Series 2003-C
- -----------------                               -------------      -------------          -------------
                                                                                 
LONDON LIFE AND GENERAL                                            $5,000,000
REINSURANCE COMPANY LIMITED


(1)      All payments by wire transfer of immediately available federal funds
         to:

               ABA #072000096 Comerica Bank/a/c 21585-98546
               FBO LLGRC Capital & Surplus/02-01-100-0734934


         Special Instructions:

               (a)     security description (PPN #),
               (b)     allocation of payment between principal and interest, and
               (c)     confirmation of principal balance.

(2)      All notices of payments:

               Comerica Bank
               P.O. Box 75000
               Detroit, MI  48275-3462
               Attn: Genevieve Cobbs
               Private Placements Income
               Telephone: (313) 222-4736
               Facsimile:  (312) 222-7041


(3)      All other communications, financial statements, trustee reports, etc.:

               London Life and General Reinsurance Company Limited
               c/o Orchard Capital Management, LLC

               8515 East Orchard Road, 3T2
               Greenwood Village, Colorado  80111
               Attention: Corporate Finance Investments
               Facsimile: (303) 737-6193

                                       13
                                   Schedule A


(4)      Address for delivery of Notes - new issue:

               Comerica Bank
               411 West Lafayette
               Detroit, MI  48226-3401
               Trust Asset Control
               Attn: Judy Colling
               Telephone: (313) 222-0280

Tax Identification Number: 98-0356779

                                       14
                                   Schedule A


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS


                                                              Principal Amount of
                                                              Notes to be Received
                                                ------------------------------------------------------
Name of Purchaser                               Series 2003-A      Series 2003-B          Series 2003-C
- -----------------                               -------------      -------------          -------------
                                                                                 
AMERICAN FAMILY LIFE                                               $5,833,333.38
INSURANCE COMPANY


Nominee Name in which Notes are to be issued: BAND & Co.

(1)      All payments by wire transfer of immediately available federal funds
         to:

               US Bank Milwaukee, N.A.
               ABA #075000022
               For Credit to Account #112-950-027
               For Further Credit to Account 000018012500 for AFLIC-Traditional
               Portfolio
               Attn:   Nicole Mullins (414) 287-3865
               Credit for CUSIP #___________

         Each such wire transfer shall set forth the name of the Company, the
         full title (including the coupon rate and final maturity date) of the
         Notes, the due date, and application among principal and interest of
         the payment being made.

(2)      All notices of payments and written confirmations of such wire
         transfers:

               American Family Life Insurance Company
               6000 American Parkway
               Madison, WI 53783-0001
               Attn:   Investment Division - Private Placements

(3)      All other communications:

               American Family Life Insurance Company
               6000 American Parkway
               Madison, WI 53783-0001
               Attn:   Investment Division - Private Placements

                                       15
                                   Schedule A


(4)      Address for delivery of Notes:

               US Bank Milwaukee, N.A.
               Attn: Nicole Mullins (MK-LC-1E)
               Trust Officer, Account Manager
               777 E. Wisconsin Ave.
               Milwaukee, WI 53202
               Attn:   Business Custody

               with a copies to:

               American Family Life Insurance Company
               6000 American Parkway
               Madison, WI 53783-0001
               Attn:   Investment Division - Private Placements

Tax Identification Number: 39-6040365

                                       16
                                   Schedule A


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS



                                                              Principal Amount of
                                                              Notes to be Received
                                                -------------------------------------------------------
Name of Purchaser                               Series 2003-A      Series 2003-B          Series 2003-C
- -----------------                               -------------      -------------          -------------
                                                                                 
CONNECTICUT GENERAL LIFE

INSURANCE COMPANY                               $1,000,000.00
                                                   833,333.34
                                                   366,666.66
                                                   346,666.66
                                                   333,333.34
                                                   120,000.00


Nominee Name in which Notes are to be issued: CIG & Co.

(1)      All payments by Federal Funds wire transfer of immediately available
         funds to:

               J.P.Morgan Chase Bank
               BNF=CIGNA Private Placements/AC=9009001802
               ABA# 021000021

         with the following accompanying information:

               OBI=[name of company; description of security; interest rate;
               maturity date; PPN; due date and application (as among principal,
               premium and interest of the payment being made); contact name and
               phone]

(2)      Notices related to payments:

               CIG & Co.
               c/o CIGNA Investments, Inc.
               Attention:  Securities Processing - H05P
               280 Trumbull Street
               Hartford, CT 06103

               CIG& Co.
               c/o CIGNA Retirement & Investment Services
               Attention:  Private and Alternative Investments, H16B
               280 Trumbull Street
               Hartford, CT 06103
               Fax: (860) 534-7203

                                       17
                                   Schedule A


         with a copy to:

               J.P.Morgan Chase Bank
               Private Placement Servicing
               P.O. Box 35308
               Bowling Green Station
               Newark, NJ 07101
               Attention:   CIGNA Private Placements
                            Funds Clearance #8008

               Fax: (469) 477-1904

(3)      All other communications:

               CIG & Co.
               c/o CIGNA Retirement & Investment Services
               Attention:  Private and Alternative Investments, H16B
               280 Trumbull Street
               Hartford, CT 06103
               Fax: (860) 534-7203

Tax Identification Number: 13-3574027 (for CIG & Co.)

                                       18
                                   Schedule A


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS


                                                              Principal Amount of
                                                              Notes to be Received
                                                -------------------------------------------------------
Name of Purchaser                               Series 2003-A      Series 2003-B          Series 2003-C
- -----------------                               -------------      -------------          -------------
                                                                                 
PAN-AMERICAN LIFE INSURANCE                                        $4,166,666.70
COMPANY


(1)      All payments by wires transfer of immediately available federal funds
         to:

               PAN-AMERICAN LIFE INSURANCE COMPANY
               Account #5520110029496
               Bank One, Louisiana, NA
               ABA #065400137
               201 St. Charles Avenue
               New Orleans, LA 70170

         identifying the issue by PPN and description of security, and providing
         complete details, including breakdown of interest and principal.

(2)      All notices of payments and written confirmations of such wire
         transfers:

               Pan-American Life Insurance Company
               Attn:   Bond & Stock Accounting - 28th Floor
               601 Poydras Street
               New Orleans, LA 70130
               Fax:    (504) 566-3459

(3)      All other communications:

               Pan-American Life Insurance Company
               Attn:   Investment Department - 28th Floor
               601 Poydras Street
               New Orleans, LA 70130

(4)      Address for delivery of Notes:

               Pan-American Life Insurance Company
               Attn:   Marylyn Andree - 28th Floor
               601 Poydras Street
               New Orleans, LA 70130

Tax Identification Number: 72-0281240

                                       19
                                   Schedule A


                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS



                                                              Principal Amount of
                                                              Notes to be Received
                                                ----------------------- --------------------- ---------
Name of Purchaser                               Series 2003-A      Series 2003-B          Series 2003-C
- -----------------                               -------------      -------------          -------------
                                                                                  
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA                        $2,500,000


(1)      All payments by wire transfer of immediately available federal funds
         to:

               JPMorgan Chase
               FED ABA #021000021
               Chase/NYC/CTR/BNF
               A/C 900-9-000200
               Reference A/C #G05978, Guardian Life

         with sufficient information (including issuer, PPN, interest rate,
         maturity and whether payment is of principal, premium or interest) to
         identify the sources and application of such funds.

(2)      All notices of payments and written confirmations of such wire
         transfers:

               The Guardian Life Insurance Company of America
               Attention:  Investment Accounting Dept. 17-B
               7 Hanover Square
               New York, NY  10004-2616
               Facsimile:  (212) 919-2906


(3)      All other communications:

               The Guardian Life Insurance Company of America
               c/o Berkshire Life Insurance Company of America
               700 South Street
               Pittsfield, MA 01201-8285
               Attn: Ellen Whittaker
               Facsimile:  (413) 442-9763


Taxpayer Identification Number:  13-5123390

                                       20
                                   Schedule A


                                                                      Schedule B

                                  DEFINED TERMS

          As used herein, the following terms have the respective meanings set
forth below or set forth in the Section hereof following such term:

          "ADJUSTED CONSOLIDATED NET WORTH" means, as of any date, consolidated
stockholders' equity of the Company and its Subsidiaries on such date,
determined in accordance with GAAP, less the amount by which outstanding
Restricted Investments on such date exceed 20% of the sum on such date of
Consolidated Indebtedness and consolidated stockholders equity of the Company
and its Subsidiaries determined in accordance with GAAP.

          "AFFILIATE" means, at any time, and with respect to any Person, (a)
any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, and (b) any Person beneficially owning or holding, directly
or indirectly, 20% or more of any class of voting or equity interests of the
Company or any Subsidiary or any corporation of which the Company and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
20% or more of any class of voting or equity interests. As used in this
definition, "CONTROL" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.
Unless the context otherwise clearly requires, any reference to an "Affiliate"
is a reference to an Affiliate of the Company.

          "ALLEN TELECOM" is defined in the first paragraph of this Agreement.

          "ALLEN CLOSING DATE" means the date on which all conditions precedent
to the Merger have been satisfied and the Merger has been consummated pursuant
to the Merger Agreement.

          "ACQUISITION SUB" is defined in the Introduction to this Agreement.

          "ANDREW AMPLIFIERS" means Andrew Amplifiers, Inc., a Delaware
corporation.

          "BANK LENDERS" means the lenders parties to the Credit Agreement.

          "BUSINESS DAY" means (a) for the purposes of Section 8.6 only, any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed, and (b) for the purposes of any
other provision of this Agreement, any day other than a Saturday, a Sunday or a
day on which commercial banks in Chicago, Illinois or New York City are required
or authorized to be closed.

          "CAPITAL LEASE" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

          "CLOSING" is defined in Section 3.

                                       1
                                   Schedule B


          "CLOSING DATE" is defined in Section 3.

          "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and the rules and regulations promulgated thereunder from time to time.

          "COMPANY" means Andrew Corporation, a Delaware corporation.

          "CONFIDENTIAL INFORMATION" is defined in Section 20.

          "CONSOLIDATED INDEBTEDNESS" means, as of any date, Indebtedness of the
Company and its Subsidiaries as of such date determined on a consolidated basis
in accordance with GAAP.

          "CONSOLIDATED EBITDA" means, with respect to any Person for any period
of determination, Consolidated Operating Income of such Person for such period,
plus, without duplication and to the extent deducted in determining Consolidated
Operating Income, (i) depreciation, (ii) amortization and (iii) interest income
of such Person and its consolidated Subsidiaries and, in the case of the
Company, all non-cash restructuring charges incurred in connection with the
Merger for such period and, with respect to Allen from and after the Allen
Closing Date, if the applicable period of determination includes any period of
time prior to the Allen Closing Date, Consolidated EBITDA of the Company shall
be calculated by adding to Consolidated Operating Income of the Company the
depreciation, amortization and interest income of Allen for such period of time
prior to the Allen Closing Date as is included in the applicable period of
determination, all as determined on a consolidated basis in accordance with
GAAP.

          "CONSOLIDATED NET INCOME" means, with respect to any Person for any
period, the net income of such Person and its consolidated Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED NET WORTH" means, with respect to any Person at any date
of determination thereof, the total of shareholders' equity (including capital
stock, additional paid-in capital and retained earnings after deducting treasury
stock) of such Person and its consolidated Subsidiaries at such date determined
on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED OPERATING INCOME" means, with respect to any Person for
any period of determination, the operating income of such Person and its
consolidated Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP, and with respect to Allen from and after the Allen Closing
Date, if the applicable period of determination includes any period of time
prior to the Allen Closing Date, Consolidated Operating Income of the Company
shall include the operating income of Allen Telecom for such period of time
prior to the Allen Closing Date as is included in the applicable period of
determination, all as determined in accordance with GAAP.

          "CONSOLIDATED TOTAL DEBT" means, with respect to any Person at any
date of determination thereof, the aggregate amount of those items of
Indebtedness of such Person and

                                       2
                                   Schedule B


its consolidated Subsidiaries included in clauses (a), (b), (c), (e), (f) and
(g) of the definition of "Indebtedness" determined on a consolidated basis in
accordance with GAAP.

          "CONSOLIDATED TOTAL DEBT TO EBITDA RATIO" means, with respect to any
Person at any date of determination thereof, the ratio of (i) Consolidated Total
Debt of such Person, to (ii) Consolidated EBITDA of such Person for the four
immediately preceding Fiscal Quarters.

          "CONSOLIDATED TANGIBLE ASSETS" means, with respect to any Person at
any date of determination thereof, (i) Consolidated Total Assets of such Person
on that date, less (ii) all assets of such Person and its consolidated
Subsidiaries as are properly classified as intangible assets in accordance with
GAAP, including customer lists, goodwill, copyrights, trade names, trademarks,
patents, unamortized deferred charges, unamortized debt discount and capitalized
research and development costs.

          "CONSOLIDATED TOTAL ASSETS" means, with respect to any Person as of
any date, the assets and properties of such Person and its Subsidiaries as of
such date determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED TOTAL CAPITALIZATION" means, as of any date, the sum of
Consolidated Indebtedness and Adjusted Consolidated Net Worth as of such date.

          "CREDIT AGREEMENT" means the Amended and Restated Credit Agreement,
dated as of December 19, 2002, among the Company, Designated Subsidiaries of the
Company, the Bank Lenders, Bank of America, N.A., as the Administrative Agent,
Swing Line Lender and L/C Issuer, LaSalle Bank National Association, as
Syndication Agent, U.S. Bank National Association, as Documentation Agent, and
Banc of America Securities LLC, as sole Lead Arranger and Sole Bank Manager, as
amended, supplemented, restated or otherwise modified from time to time, and any
agreement refinancing or replacing the Credit Agreement.

          "DEFAULT" means an event or condition the occurrence or existence of
which would, with the lapse of time or the giving of notice or both, become an
Event of Default.

          "DEFAULT RATE" means that rate of interest that is the greater of (i)
2% per annum above the rate of interest stated in clause (a) of the first
paragraph of the Notes or (ii) 2% over the rate of interest publicly announced
by Bank of America National Trust & Savings Association in Chicago, Illinois as
its "base" or "prime" rate.

          "DOMESTIC SUBSIDIARY" means any Subsidiary organized under the laws of
the United States or any State thereof (including the District of Columbia).

          "ENVIRONMENTAL LAWS" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

                                       3
                                   Schedule B


          "EQUITY INTERESTS" means (a) with respect to a corporation, shares of
the capital stock of such corporation and (b) with respect to a partnership,
limited liability company or other persons, partnership, limited liability or
other equity interests in such Person.

          "EQUITY ISSUANCE" means any issuance and sale by the Company or by any
Subsidiary to a Person other than the Company or any Subsidiary, of any Equity
Interests of the Company or any Subsidiary or any Rights in respect thereof.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

          "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Company
under section 414 of the Code.

          "EVENT OF DEFAULT" is defined in Section 11.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

          "EXISTING ALLEN CREDIT AGREEMENT" means the Credit Agreement, dated as
of December 31, 1998, among Allen, the financial institutions named as lenders
therein, and Key Bank National Association, as Administrative Agent, as amended.

          "EXISTING NOTES" is defined in the Introduction to this Agreement.

          "EXISTING NOTE AGREEMENT" is defined in the Introduction to this
Agreement.

          "FISCAL QUARTER" means any quarter of a Fiscal Year.

          "FISCAL YEAR" means any period of twelve consecutive calendar months
ending on September 30th; references to a Fiscal Year with a number
corresponding to any calendar year (E.G. the "2003 Fiscal Year") refer to the
Fiscal Year ending on the September 30th occurring during such calendar year.

          "GAAP" means generally accepted accounting principles as in effect
from time to time in the United States of America.

          "GOVERNMENTAL AUTHORITY" MEANS

          (a)  the government of

               (i) the United States of America or any State or other political
          subdivision thereof, or

               (ii) any jurisdiction in which the Company or any Subsidiary
          conducts all or any part of its business, or which asserts
          jurisdiction over any properties of the Company or any Subsidiary, or

                                        4
                                   Schedule B


          (b)  any entity exercising executive, legislative, judicial,
       regulatory or administrative functions of; or pertaining to, any such
       government.

          "GUARANTY" means, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

          (a)  to purchase such indebtedness or obligation or any property
       constituting security therefor;

          (b)  to advance or supply funds (i) for the purchase or payment of
       such indebtedness or obligation, or (ii) to maintain any working capital
       or other balance sheet condition or any income statement condition of any
       other Person or otherwise to advance or make available funds for the
       purchase or payment of such indebtedness or obligation;

          (c)  to lease properties or to purchase properties or services
       primarily for the purpose of assuring the owner of such indebtedness or
       obligation of the ability of any other Person to make payment of the
       indebtedness or obligation; or

          (d)  otherwise to assure the owner of such indebtedness or obligation
       against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under
any Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

          "HAZARDOUS MATERIAL" means any and all pollutants, toxic or hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law
(including, without limitation, asbestos, urea formaldehyde foam insulation and
polychlorinated biphenyls).

          "HEDGING OBLIGATIONS" mean, with respect to any Person, all
liabilities of such Person under interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or currency exchange rates.

          "HOLDER" means, with respect to any Note, the Person in whose name
such Note is registered in the register maintained by the Company pursuant to
Section 13.1.

          "INDEBTEDNESS" with respect to any Person means, at any time, without
duplication,

                                        5
                                   Schedule B


          (a)  all obligations of such Person for borrowed money and all
       obligations of such Person evidenced by bonds, debentures, notes or other
       similar instruments;

          (b)  all obligations, contingent or otherwise, relative to the face
       amount of all letters of credit, whether or not drawn, and banker's
       acceptances issued for the account of such Person;

          (c)  all obligations of such Person as lessee under leases which have
       been or should be, in accordance with GAAP, recorded as Capital Leases;

          (d)  all other items which, in accordance with GAAP, would be included
       as liabilities on the liability side of the balance sheet of such Person
       as of the date at which Indebtedness is to be determined;

          (e)  net liabilities of such Person under all Hedging Obligations;

          (f)  whether or not so included as liabilities in accordance with
       GAAP, all obligations of such Person to pay the deferred purchase
       price of property or services, and indebtedness (excluding prepaid
       interest thereon) secured by a Lien on property owned or being
       purchased by such Person (including indebtedness arising under
       conditional sales or other title retention agreements), whether or not
       such indebtedness shall have been assumed by such Person or is limited
       in recourse; and

          (g)  all Guaranties of such Person in respect of any of the foregoing.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (e) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP. Indebtedness of the Company or a
Subsidiary shall not include Indebtedness of the Company to a Subsidiary or
Indebtedness of a Subsidiary to the Company or to another Subsidiary.

          "INSTITUTIONAL INVESTOR" means (a) any Purchaser, (b) any holder of a
Note holding more than $2,000,000 in aggregate principal amount of the Notes,
and (c) any bank, trust company, savings and loan association or other financial
institution, any pension plan, any investment company, any insurance company,
any broker or dealer, or any other similar financial institution or entity,
regardless of legal form.

          "INVESTMENTS" means all investments made, in cash or by delivery of
property, directly or indirectly, by any Person, in any other Person or
property, whether by acquisition of shares of capital stock, indebtedness or
other obligations or securities or by loan, advance, capital contribution or
otherwise.

          "LIEN" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements).

                                        6
                                   Schedule B


          "MAKE-WHOLE AMOUNT" is defined in Section 8.6.

          "MATERIAL" means material in relation to the business, operations,
affairs, financial condition, assets or properties of the Company and its
Subsidiaries taken as a whole.

          "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of the
Company and its Subsidiaries taken as a whole, or (b) the ability of the Company
to perform its obligations under this Agreement and the Series 2003 Notes, or
(c) the validity or enforceability of this Agreement or the Series 2003 Notes.

          "MATERIAL SUBSIDIARY" means, as of the date of determination, any
Subsidiary the assets or revenues of which account for more than 5% of
Consolidated Total Assets of the Company at the end of the most recently ended
fiscal period or more than 5% of the consolidated revenues of the Company and
its Subsidiaries for the most recently completed four fiscal quarters.

          "MEMORANDUM" is defined in Section 5.3.

          "MERGER" is defined in the Introduction to this Agreement.

          "MERGER AGREEMENT" is defined in the Introduction to this Agreement.

          "MULTIEMPLOYER PLAN" means any Plan that is a "multiemployer plan" (as
such term is defined in section 4001(a)(3) of ERISA).

          "NOTES" is defined in Section 2.

          "OFFICER'S CERTIFICATE" means a certificate of a Senior Financial
Officer or of any other officer of the Company whose responsibilities extend to
the subject matter of such certificate.

          "OTHER PURCHASERS" is defined in Section 2.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

          "PERSON" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

          "PLAN" means an "employee benefit plan" (as defined in section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any liability.

                                       7
                                   Schedule B


          "PRIORITY DEBT" means, as of any date, the sum (without duplication)
of (a) Indebtedness of Subsidiaries on such date and (b) Indebtedness of the
Company and its Subsidiaries secured by Liens permitted by Section 10.2(i) on
such date.

          "PROPERTY" or "PROPERTIES" means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate
or inchoate.

          "PURCHASER" means each Person listed in Schedule A.

          "QPAM EXEMPTION" means Prohibited Transaction Class Exemption 84-14
issued by the United States Department of Labor.

          "REQUIRED HOLDERS" means, at any time, the holders of at least a
majority in principal amount of the Notes at the time outstanding (exclusive of
Notes then owned by the Company or any of its Affiliates).

          "RESPONSIBLE OFFICER" means any Senior Financial Officer and any other
officer of the Company with responsibility for the administration of the
relevant portion of this agreement.

          "RESTRICTED INVESTMENTS" means all Investments of the Company and its
Subsidiaries, other than:

          (a)  property or assets to be used or consumed in the ordinary course
       of business;

          (b)  assets arising from the sale of goods or services in the ordinary
       course of business;

          (c)  Investments in Subsidiaries or in any Person that, as a result
       thereof, becomes a Subsidiary;

          (d)  Investments existing as of the date of this Agreement that are
       listed in the attached Schedule B-l;

          (e)  Investments in treasury stock;

          (f)  Investments in:

               (i)     obligations, maturing within five years from the date of
          acquisition, of or fully guaranteed by (A) the United States of
          America or an agency thereof or (B) Canada or a province thereof;

               (ii)    state or municipal securities (including auction rate
          floaters and variable rate demand Notes), having an effective maturity
          within one year from the date of acquisition, which are rated in one
          of the top two rating classifications by at least one nationally
          recognized rating agency;

                                       8
                                   Schedule B


               (iii)   certificates of deposit or banker's acceptances maturing
          within one year from the date of acquisition of or issued by Bank of
          America National Trust & Savings Association or other commercial banks
          whose long-term unsecured debt obligations (or the long-term unsecured
          debt obligations of the bank holding company owning all of the capital
          stock of such bank) are rated in one of the top two rating
          classifications by at least one nationally recognized rating agency;

               (iv)    commercial paper maturing within 270 days from the date
          of issuance which, at the time of acquisition, is rated in one of the
          top two rating classifications by at least one credit rating agency of
          recognized national standing;

               (v)     repurchase agreements, having a term of not more than 90
          days and fully collateralized with obligations of the type described
          in clause (i), with a bank satisfying the requirements of clause
          (iii);

               (vi)    money market instrument programs that are properly
          classified as current assets in accordance with GAAP; and

               (vii)   loans or advances not in excess of .5% of Adjusted
          Consolidated Net Worth made in the ordinary course of business to
          officers, directors and employees for incidental expenses;

For purposes of this Agreement, an Investment shall be valued in accordance with
GAAP.

          "RIGHTS" means, with respect to any Person, warrants, options or other
rights to acquire Equity Interests in such Person.

          "SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.

          "SENIOR FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or comptroller of the Company.

          "SERIES 1997 NOTES" is defined in the Introduction to this Agreement.

          "SERIES 1997-A NOTES" is defined in the Introduction to this
Agreement.

          "SERIES 1997-B NOTES" is defined in the Introduction to this
Agreement.

          "SERIES 1997-C NOTES" is defined in the Introduction to this
Agreement.

          "SERIES 2003 NOTES" is defined in Section 2.

          "SERIES 2003-ANOTES" is defined in Section 2.

          "SERIES 2003-B NOTES" is defined in Section 2.

          "SERIES 2003-C NOTES" is defined in Section 2.

                                        9
                                   Schedule B


          "SOURCE" is defined in Section 6.2

          "SUBSIDIARY" means, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries owns sufficient equity or voting
interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of the Company.

          "THIS AGREEMENT" or "THE AGREEMENT" is defined in Section 17.3.

          "WHOLLY-OWNED SUBSIDIARY" means, at any time, any Subsidiary 100% of
all of the equity interests (except directors' qualifying shares) and voting
interests of which are owned by any one or more of the Company and the Company
other Wholly-Owned Subsidiaries at such time.

                                       10
                                   Schedule B


                                                                    SCHEDULE B-L

                             OUTSTANDING INVESTMENTS

None


                                  Schedule B-1


                                                                    SCHEDULE 4.9

                         CHANGES IN CORPORATE STRUCTURE

None


                                  Schedule 4.9


                                                                    SCHEDULE 5.3

                              DISCLOSURE MATERIALS

Joint Proxy Statement/Prospectus dated June 10, 2003 of Andrew Corporation and
Allen Telecom, Inc.


                                   Schedule 5.3


                                                                    SCHEDULE 5.4
                         ANDREW CORPORATION SUBSIDIARIES
                        AND OWNERSHIP OF SUBSIDIARY STOCK

The following is a list of the subsidiaries of Andrew Corporation and indented,
subsidiaries of such subsidiaries, including in each case the state or other
jurisdiction in which each subsidiary was incorporated or organized, and
indicating in each case the percentage of voting securities owned by the
immediate parent.

                              DOMESTIC SUBSIDIARIES


                                                           JURISDICTION OF
                 NAME OF SUBSIDIARY                         INCORPORATION                     STOCK OWNERSHIP
- ----------------------------------------------------   --------------------------------   -------------------------
                                                                                              
Andrew International Corporation                       State of Illinois                            100%

Andrew Amplifiers Inc.                                 State of Delaware                            100%

Andrew Systems Inc.                                    State of Delaware                            100%

Andrew Passive Power Products Inc.                     State of Delaware                            100%

Andrew International Holding Corporation               State of Delaware                            100%

Andrew International Corporation                       State of Delaware                            100%

Andrew Data Corporation                                State of Delaware                            100%

Andrew KMW Systems Inc. (to be dissolved)              State of Delaware                            100%

Andrew Financial Services Corporation                  State of Delaware                            100%

Andrew International Services Corporation              State of Illinois                            100%

Andrew Structures Corporation                          State of Oklahoma                            100%

Andrew Government Products Inc.                        State of Texas                               100%

Andrew Corporation (Wyoming)                           State of Wyoming                             100%

Andrew Distributed Systems Inc.                        State of Delaware                            100%

Andrew Kintec Inc.                                     State of Florida                             100%

Andrew New Zealand Inc.                                State of Delaware                            100%

Adirondacks LLC                                        State of Delaware                            100%

The Allen Group International, Inc.                    State of Delaware                            100%

Antenna Specialists Co., Inc.                          State of Delaware                            100%

Allen Telecom Investments, Inc.                        State of Delaware                            100%

ATI International, Inc.                                State of Delaware                            100%

Comsearch Holdings Inc.                                State of Delaware                            100%

Geometrix911, Inc.                                     State of Delaware                            100%

Orion Far East Management Inc. (1)                     State of Delaware                            100%


                                  Schedule 5.4


                              FOREIGN SUBSIDIARIES



                                                                 JURISDICTION OF
        NAME OF SUBSIDIARY                                        INCORPORATION                  STOCK OWNERSHIP
- ----------------------------------------------------   --------------------------------   -------------------------
                                                                                                
  Andrew Foreign Sales Corporation                       Barbados                                     100%

  Andrew do Brazil, Ltda.                                Brazil                                       100%

  Andrew Installacoes e Servicos Ltda.                   Brazil                                       100%

  Andrew Canada Inc.                                     Canada                                       100%

  Andrew Cayman Islands Ltd.                             Cayman Islands                               100%

  Andrew Telecommunications (China) Co. Ltd.             China                                        100%

  Andrew Telecommunications s.r.o.(ACZ)                  Czech Republic                               100%

  Andrew Communications OY                               Finland                                      100%

  Andrew S.A.R.L.                                        France                                       100%

  Andrew GmbH                                            Germany                                      100%

  Andrew Telecommunications India Pvt. Ltd.              India                                        100%

  Andrew S.R.L.                                          Italy                                        100%

  Andrew Japan K.K.                                      Japan                                        100%

  Andrew Telecommunications (Malaysia) Sdn. Bhd.         Malaysia                                     100%

  Andrew Corporation Mauritius                           Mauritius                                    100%

  Andrew Corporation (Mexico) S.A. de C.V.               Mexico                                       100%

  Andrew Antenas deReynosa,S. deR.L. deC.V. (Reynosa)    Mexico                                       100%

  Andrew Manufacturas de Mexico, S.deR.L.deC.V.          Mexico                                       100%
  (Nogales)

  Andrew Holdings Mexicana S.A. de C.V.                  Mexico                                       100%

  Distribudora Andrew S.A. de C.V.                       Mexico                                       100%

  Andrew Wireless Products B.V.                          Netherlands                                  100%

  Andrew (Philippines) Inc.                              Philippines                                  100%

  Andrew AO                                              Russia                                       100%

  Andrew Systems LLC                                     Russia                                       100%

  Andrew Telecommunications (Singapore) Pte. Ltd.        Singapore                                    100%

  Andrew Satcom Africa (Pty.) Ltd.                       South Africa                                 100%

  Satcom Installation Services (Pty.) Ltd.               South Africa                                 100%

  Systems Design (Pty) Ltd.                              South Africa                                 40%

  Andrew Espana, S.A.                                    Spain                                        100%

  Andrew AB                                              Sweden                                       100%

  Andrew AG                                              Switzerland                                  100%

  Andrew Kommunikationssysteme AG                        Switzerland                                  100%

  Quasar Technology Ltd.                                 United Kingdom                               100%

  Quasar Microwave Technology Limited                    United Kingdom                               100%

     The Allen Group Canada Limited                        Ontario, Canada                              100%

     Placo                                                 Switzerland                                  100%

     Mikom Italia                                          Italy                                        100%

     Herkules Vierte Verwaltungs G.m.b.H.                  Germany                                      100%

     Mikom France                                          France                                       100%


                                  Schedule 5.4




                                                                JURISDICTION OF
           NAME OF SUBSIDIARY                                    INCORPORATION                STOCK OWNERSHIP
- ----------------------------------------------------   --------------------------------   -------------------------
                                                                                                 
   Decibel Mobilcom GmbH                                  Germany                                      100%

   Mikom G.m.b.H.                                         Germany                                      100%

   Mikom Vertriebs und Service GmbH (8)                   Austria                                      100%

   Mikom Slovakia, s.r.o.                                 Slovakia                                      60%

   Mitras Ltd.                                            Hungary                                      100%

   C-com, spol. s.r.o.                                    Czechoslovakia                                80%

   Allen Telecom Canada, Inc.                             Ontario                                      100%

   Allen Telecom Civil Law Partnership GbR(2)             Germany                                      100%

   Allen Telecom (France) S.A. (3)                        France                                       100%

   Telia S.A. (4)                                         France                                       100%

   Allen Telecom Group Limited (1)                        U.K.                                         100%

   Allen Telecom (Holdings) Pty Limited                   Australia                                    100%

   Allen Telecom (Australia) Pty Limited (5)              Australia                                    100%

   Allen Telecom (Hong Kong) Limited (6)                  Hong Kong                                    100%

   Allen Telecom (Mauritius) Holdings Ltd.                Mauritius                                    100%

   Decibel Products (Guangzhou) Ltd.                      China                                        100%

   Decibel Shenzhen Ltd.                                  China                                        100%

   Forem Shenzhen Ltd.                                    China                                        100%

   Allen Telecom (Singapore) Pte Limited                  Singapore                                    100%

   Allen Telecomunicacoes do Brasil Ltda (7)              Brazil                                       100%

   Antespec, S.A. de C.V.                                 Mexico                                       100%

   Allen Telecom Hungary Holdings Ltd                     Hungary                                      100%

   Allen International (Netherlands) BV                   Netherlands                                  100%

   Allen Telecom (Netherlands) BV                         Netherlands                                  100%

   Mikom Schweiz AG                                       Switzerland                                  100%

   FOREM S.r.l.                                           Italy                                        100%

   Mikom (UK) Limited                                     U.K.                                         100%

   FOREM Finance UK Limited                               U.K.                                         100%

   Tekmar Sistemi S.r.l.                                  Italy                                        100%

   Comsearch UK Limited                                   U.K.                                         100%

   Telespectro de Mexico, S.A. de C.V. (9)                Mexico                                       100%

   Decibel Mobilcom Limited (1)                           England                                      100%

   Orion Industries, Inc., Limited (1)                    Hong Kong                                    100%

   Orion Imports & Exports Limited (1)                    Hong Kong                                    100%

   Orion Industries, Inc. Japan (1)                       Japan                                        100%

   Orion Industries Taiwan Limited (1)                    Taiwan                                       100%


(1)  These subsidiaries are not significant in the aggregate and are no longer
     active.

(2)  90% of this partnership is owned by Allen Telecom Inc. (now Adirondacks
     LLC) and the remaining 10% is owned by Allen Telecom Investments, Inc.

(3)  Of the 2,500 shares issued and outstanding, 2,494 shares are owned by Allen
     Telecom Inc. (now Adirondacks LLC) and the remaining 6 shares are owned in
     name only by Allen employees.

                                  Schedule 5.4


(4)  Of the 10,000 shares issued and outstanding, 7,196 shares are owned by
     Allen Telecom (France) S.A., 4 shares are owned by Allen employees, and
     Allen Telecom (Netherlands) BV owns the remaining 2,800 shares.

(5)  Of the 100,000 shares issued and outstanding 19,800 are owned by Allen
     Telecom Inc. (now Adirondacks LLC) and 80,200 are owned by Allen Telecom
     (Holdings) Pty. Limited.

(6)  Of the 1,000 shares issued and outstanding, 999 shares are owned by Allen
     Telecom Inc. and 1 share is owned by Allen Telecom Investments, Inc.

(7)  95% of the outstanding capital stock of this subsidiary is owned by Allen
     Telecom Inc. and the remaining 5% is owned by Allen Telecom Investments,
     Inc.

(8)  60% of the outstanding capital stock is owned by Mikom G.m.b.H. and the
     remaining 40% is owned by the partners of Mikom Vertreibs und Service
     G.m.b.H

(9)  98% of the outstanding capital stock of this subsidiary is owned by
     Comsearch Holdings, Inc. and the remaining 2% is owned by Allen Telecom
     Investments, Inc.

                                  Schedule 5.4


                    ANDREW AFFILIATES OTHER THAN SUBSIDIARIES

Andrew Corporation owns 49% of the share capital of KANKOM, a joint venture
organized under the laws of The Ukraine.

The directors and executive officers of the Company named below may be deemed to
be affiliates.

                                  Schedule 5.4


                           SUBSIDIARIES AND OWNERSHIP
                               OF SUBSIDIARY STOCK

                         OFFICERS OF ANDREW CORPORATION

DIRECTORS:

                                 
John G. Bollinger                   William O. Hunt
Philip Wm. Colburn *                Charles R. Nicholas
Thomas A. Donahoe                   Robert A. Paul *
Floyd L. English                    Gerald A. Poch
Ralph E. Faison                     Glen O. Toney
Jere D. Fluno                       Dennis L. Whipple



* To be elected Directors on 16 July 2003.

EXECUTIVE OFFICERS:

                        
Floyd L. English           Chairman
Ralph E. Faison            President and CEO
Charles R. Nicholas        Vice Chairman and CFO
Paul R. Cox                Group President, Communication Products
John E. DeSana             Group President, RF Subsystems
John R. D.Dickson          Vice President, Corporate Marketing and MIS
M. Jeffrey Gittelman       Vice President; Treasurer
Robert J. Hudzik           Vice President, Corporate Development
Marty R.. Kittrell         Vice President, Strategic Planning
Fred H. Lietz              Vice President, Procurement
Gregory F. Maruszak        Vice President, Finance, Administration & CAO
Mark A. Olson              Vice President; Corporate Controller
James F. Petelle           Vice President; Secretary



                                  Schedule 5.4


                                                                    SCHEDULE 5.5

                              FINANCIAL STATEMENTS

Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 2002

Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2002

2002 Annual Report and Fact Book

Joint Proxy Statement/Prospectus dated June 10, 2003

                                  Schedule 5.5


                                                                    SCHEDULE 5.8

                                   LITIGATION

  1. Material pending Lawsuits against Allen Telecom Inc. (now Adirondacks, LLC)

TRUEPOSITION AND KSI, INC. V. ALLEN TELECOM INC.: On December 11, 2001, a
competitor, TruePosition, Inc., and its subsidiary, KSI, Inc., filed a lawsuit
against Allen Telecom Inc. in the United States District Court for the District
of Delaware. The plaintiffs alleged in their complaint that Allen Telecom,
through its Grayson Wireless Division, infringed three patents in connection
with Allen's GEOMETRIX wireless geolocation business. On July 16, 2002, the
plaintiffs amended their complaint to add four additional patents to the
lawsuit. Allen's answer to the amended complaint denied all the plaintiffs'
allegations and asserted counterclaims against the plaintiffs for infringement
of an Allen patent and for tortious interference with its business
relationships.

In May 2003, the plaintiffs dropped three patents from their case and Allen
dropped its infringement counterclaim, thus narrowing the issues. Trial has been
set for 22 September 2003, and Allen intends to defend the case vigorously.

  2. Material Threatened Claim against Andrew Corporation

CLAIM OF ANTEL HOLDINGS LTD: By letter dated November 1, 2002, counsel for Antel
Holdings Ltd. ("Antel") notified Andrew Corporation of Antel's intention to
pursue certain claims under the indemnity provisions of the Share Purchase and
Sale Agreement pursuant to which Antel purchased Andrew's interests in certain
Russian ventures in December 2001. Antel's letter constituted a formal notice,
which served to preserve its ability to bring an arbitration claim (as required
by the Agreement) in New York under AAA rules. Antel's letter specifies four
claims. Three claims relate to allegedly inflated values of certain
telecommunications assets on the books of the Russian companies sold by Andrew
and the fourth claim relates to the software billing system used by the
companies at the time of their sale. Antel's letter asserts the amount of its
indemnity claim is $23M. Andrew provided formal notice that it disputes the
indemnity claim, through Andrew's attorney's letter of November 25, 2002.
Andrew's defenses include the fact that the purchase price paid by Antel was not
based on asset values, the fact that all specific issues now raised by Antel
were fully disclosed to it during extensive due diligence reviews, and the legal
argument that the damages claimed are in any event grossly overstated. Andrew
intends to dispute the arbitration claim, if and when it is filed.

                                  Schedule 5.8


                                                                   SCHEDULE 5.11

                             LICENSES, PERMITS, ETC.

     a)       None

     b)       As described in Schedule 5.8, TruePosition alleges that Geolocaton
              products sold by the Grayson Division of Allen Telecom violate
              certain TruePosition patents.

     c)       Andrew Corporation has filed a lawsuit against Kathrein KG of
              Germany alleging that certain base-station antenna products sold
              by Kathrein infringe various Andrew patents related to Remote
              Electrical Downtilt ("REDT") technology. Andrew believes this
              litigation will be settled on terms favorable to Andrew, after
              which Andrew will pursue license arrangements with, or may
              institute litigation against, other sellers of base-station
              antennas that infringe Andrew's REDT patents.

                                  Schedule 5.11


                                                                   SCHEDULE 5.14

                                 USE OF PROCEEDS

No proceeds are being received.


                                  Schedule 5.14


                                                                   SCHEDULE 5.15

                     OUTSTANDING INDEBTEDNESS AS OF 3/31/03

                                                                       
Credit Agreement dated December 19, 2002 among Andrew Corporation, and
Certain Commercial Lending Institutions, led by Bank of America, NA
...........................................................................$ 32,500,000


Senior Notes payable to various insurance companies,
annual installments from 1995 to 2005.....................................$ 13,636,360


Agreement between Andrew Financial Services and Siemens AG................$    644,000


6.74% loan from Bank of America Shanghai..................................$  1,932,000


Floating Rate Industrial Revenue Bonds, to be paid off at closing
...........................................................................$ 11,900,000


Senior Notes payable to various insurance companies,
annual installments from 2003 to 2007.....................................$ 51,167,360


Bartley (Wenzel & Erlinger)...............................................$    856,000


Forem CMLTD (IMI Loan)....................................................$  1,617,000


Capital Leases............................................................$ 11,620,000


Letters of Credit.........................................................$ 16,525,000


Other.....................................................................$     78,000



                                  Schedule 5.15


                                                                   SCHEDULE 10.2

                                OUTSTANDING LIENS

None

                                  Schedule 10.2


                                                                    EXHIBIT 2(a)

                          [FORM OF SERIES 2003-A NOTE]

                               ANDREW CORPORATION

                        6.60% Senior Note, Series 2003-A
                              Due November 14, 2003

No. [________]                                                            [Date]
$[__________]                                                   PPN: 03442# AA 4

          FOR VALUE RECEIVED, the undersigned, ANDREW CORPORATION (herein called
the "Company"), a corporation organized and existing under the laws of the State
of Delaware, promises to pay to [_______________], or registered assigns, the
principal sum of $[  ] on November 14, 2003, with interest (computed on the
basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance
thereof at the rate of 6.60% per annum from the date from May 14, 2003, payable
semiannually, on May 14 and November 14 in each year, commencing with the May 14
or November 14 next succeeding the date hereof, until the principal hereof shall
have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as defined
in the Note Assumption Agreement referred to below), payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum from time to time equal to the greater of (i) 8.60% or (ii) 2%
over the rate of interest publicly announced by Bank of America National Trust &
Savings Association from time to time in Chicago, Illinois as its "base" or
"prime" rate.

          Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of Bank of America National Trust & Savings
Association in Chicago, Illinois or at such other place as the Company shall
have designated by written notice to the holder of this Note as provided in the
Note Assumption Agreement referred to below.

          This Note is one of a series of Notes (herein called the "Notes")
issued pursuant to a Note Assumption and Exchange Agreement, dated as of July
15, 2003 as from time to time amended and supplemented, the "Note Assumption
Agreement"), between the Company and the respective Purchasers named therein and
is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 20 of the Note Assumption Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Assumption Agreement.

          This Note is a registered Note and, as provided in the Note Assumption
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be

                                        1
                                  Exhibit 2(a)


issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

          The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Assumption Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Assumption Agreement but not
otherwise.

          If an Event of Default, as defined in the Note Assumption Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note
Assumption Agreement.

          This Note will be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.


                                          ANDREW CORPORATION


                                          By:
                                             --------------------------------
                                          Title:
                                                -----------------------------


                                        2
                                  Exhibit 2(a)


                                                                    EXHIBIT 2(b)

                          [FORM OF SERIES 2003-B NOTE]

                               ANDREW CORPORATION

                        6.65% Senior Note, Series 2003-B
                              Due November 14, 2007

No. [________]                                                            [Date]
$[__________]                                                   PPN: 03442# AB 2

          FOR VALUE RECEIVED, the undersigned, ANDREW CORPORATION (herein called
the "Company"), a corporation organized and existing under the laws of the State
of Delaware, promises to pay to [_______________], or registered assigns, the
principal sum of $[  ] on November 14, 2007, with interest (computed on the
basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance
thereof at the rate of 6.65% per annum from May 14, 2003, payable semiannually,
on May 14 and November 14 in each year, commencing with the May 14 or November
14 next succeeding the date hereof, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note
Assumption Agreement referred to below), payable semiannually as aforesaid (or,
at the option of the registered holder hereof, on demand), at a rate per annum
from time to time equal to the greater of (i) 8.65% or (ii) 2% over the rate of
interest publicly announced by Bank of America National Trust & Savings
Association from time to time in Chicago, Illinois as its "base" or "prime"
rate.

          Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of Bank of America National Trust & Savings
Association in Chicago, Illinois or at such other place as the Company shall
have designated by written notice to the holder of this Note as provided in the
Note Assumption Agreement referred to below.

          This Note is one of a series of Notes (herein called the "Notes")
issued pursuant to a Note Assumption and Exchange Agreement, dated as of July
15, 2003 as from time to time amended and supplemented, the "Note Assumption
Agreement"), between the Company and the respective Purchasers named therein and
is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 20 of the Note Assumption Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Assumption Agreement.

          This Note is a registered Note and, as provided in the Note Assumption
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration

                                        1
                                  Exhibit 2(b)


of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the
contrary.

          The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Assumption Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Assumption Agreement but not
otherwise.

          If an Event of Default, as defined in the Note Assumption Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note
Assumption Agreement.

          This Note will be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.


                                          ANDREW CORPORATION


                                          By:
                                             --------------------------------
                                          Title:
                                                -----------------------------


                                        2
                                  Exhibit 2(b)


                                                                    EXHIBIT 2(c)

                          [FORM OF SERIES 2003-C NOTE]

                               ANDREW CORPORATION

                        6.74% Senior Note, Series 2003-C
                              Due November 14, 2007

No. [________]                                                            [Date]
$[__________]                                                   PPN: 03442# AC 0

          FOR VALUE RECEIVED, the undersigned, ANDREW CORPORATION (herein called
the "Company"), a corporation organized and existing under the laws of the State
of Delaware, promises to pay to [_______________], or registered assigns, the
principal sum of $[  ] on November 14, 2007, with interest (computed on the
basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance
thereof at the rate of 6.74% per annum from May 14, 2003, payable semiannually,
on May 14 and November 14 in each year, commencing with the May 14 or November
14 next succeeding the date hereof, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note
Assumption Agreement referred to below), payable semiannually as aforesaid (or,
at the option of the registered holder hereof, on demand), at a rate per annum
from time to time equal to the greater of (i) 8.74% or (ii) 2% over the rate of
interest publicly announced by Bank of America National Trust & Savings
Association from time to time in Chicago, Illinois as its "base" or "prime"
rate.

          Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of Bank of America National Trust & Savings
Association in Chicago, Illinois or at such other place as the Company shall
have designated by written notice to the holder of this Note as provided in the
Note Assumption Agreement referred to below.

          This Note is one of a series of Notes (herein called the "Notes")
issued pursuant to a Note Assumption and Exchange Agreement, dated as of July
15, 2003 as from time to time amended and supplemented, the "Note Assumption
Agreement"), between the Company and the respective Purchasers named therein and
is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 20 of the Note Assumption Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Assumption Agreement.

          This Note is a registered Note and, as provided in the Note Assumption
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration

                                        1
                                  Exhibit 2(c)


of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

          This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Assumption
Agreement but not otherwise.

          If an Event of Default, as defined in the Note Assumption Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note
Assumption Agreement.

          This Note will be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                          ANDREW CORPORATION


                                          By:
                                             --------------------------------
                                          Title:
                                                -----------------------------

                                       2
                                  Exhibit 2(c)


                                                                  EXHIBIT 4.4(a)

                           FORM OF OPINION OF COUNSEL
                                 TO THE COMPANY

                                  July 15, 2003

To the Purchasers Named
   On the Attached Schedule I

Ladies and Gentlemen:

       We have acted as counsel to Andrew Corporation ("Andrew"), Andrew
Amplifiers, Inc. ("Amplifiers") and Adirondacks, LLC ("Adirondacks" and,
together with Andrew and Amplifiers, the "Companies"), in connection with the
Note Assumption and Exchange Agreement dated as of July 15, 2003 (the
"Agreement") between Andrew and Allen Telecom, Inc. ("Allen") and you. This
opinion is delivered at the Companies' request pursuant to Section 4.4(a) of the
Agreement. Capitalized terms used but not otherwise defined in this opinion have
the meanings ascribed to them in the Agreement.

       We have examined executed counterparts of the Agreement and originals of
the Notes. We also have examined originals, executed counterparts or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and such other documents as
we have deemed necessary for purposes of this opinion. In this examination, we
have assumed the genuineness of all signatures (other than signatures of
officers of the Companies), the legal capacity of all individuals who have
executed the documents we have reviewed, the authenticity of all documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies. As to matters of fact material to our
opinion, we have relied, without independent verification, on the
representations in the Agreement and the certificates referred to above. Our
examination also extended to such matters of law as we have deemed necessary for
purposes of this opinion. We have assumed that the Agreement has been duly
authorized, executed and delivered by each of the parties thereto (other than
the Companies) and is enforceable in accordance with its terms against such
parties. Our opinion as to the good standing of the Companies and of Allen in
paragraphs 1 and 2 below is based solely upon the certificates of good standing
issued by the Secretaries of State of the States referred to therein.

       Whenever our opinion with respect to factual matters is indicated to be
based on our knowledge, we are referring to the actual knowledge of Dewey B.
Crawford, the primary lawyer having supervisory responsibility for the
Companies' relationships with this firm, Joseph H. Greenberg and L. Robert
Guenthner III, who are the Gardner Carton & Douglas attorneys who

                                 Exhibit 4.4(a)


have given substantial attention on behalf of the Companies in connection with
this matter. Except as expressly set forth herein, we have not undertaken any
independent investigation to determine the existence or absence of such facts,
and no inference as to our knowledge of the existence or absence of such facts
should be drawn from such representation.

       Based upon the foregoing, and subject to the qualifications hereinafter
set forth, we are of the opinion that:

       1.    Each of Andrew and Andrew Amplifiers is a corporation organized
and validly existing in good standing under the laws of the State of Delaware.
Adirondacks is a limited liability company organized and validly existing in
good standing under the laws of the State of Delaware. Each of the Companies has
the requisite corporate or limited liability company power and authority to own
and operate its properties, to carry on its business as now conducted, and, in
the case of Andrew, to enter into and perform the Agreement and to issue and
deliver the Notes in exchange for the Existing Notes.

       2.    Andrew is in good standing as a foreign corporation in the State
of Illinois. Amplifiers is in good standing as a foreign corporation in the
State of New Jersey. Allen is in good standing as a foreign corporation in the
State of Ohio.

       3.    The Agreement and the Notes have been duly authorized by proper
corporate action on the part of Andrew, have been duly executed and delivered by
an authorized officer of Andrew, and constitute the legal, valid and binding
agreements of Andrew, enforceable in accordance with their terms, except to the
extent that enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application
relating to or affecting the enforcement of the rights of creditors or by
equitable principles, regardless of whether enforcement is sought in a
proceeding in equity or at law.

       4.    The issuance and delivery of the Notes by Andrew in exchange for
the Existing Notes do not require the registration of the Notes under the
Securities Act of 1933, as amended, or the qualification of an indenture under
the Trust Indenture Act of 1939, as amended.

       5.    No authorization, approval or consent of, and no designation,
filing, declaration, registration and/or qualification with, any Governmental
Authority is necessary or required in connection with the execution, delivery
and performance by Andrew of the Agreement or the issuance and delivery by
Andrew of the Notes in exchange for the Existing Notes.

       6.    The issuance and delivery of the Notes by Andrew in exchange for
the existing Notes, the performance of the terms and conditions of the Notes and
the Agreement and the execution and delivery of the Agreement by Andrew do not
conflict with, or result in any breach or violation of any of the provisions of,
or constitute a default under, or result in the creation or imposition of any
Lien on, the property of any of the Companies pursuant to the provisions of (i)
the Certificate of Incorporation, as amended, or By-laws of Andrew, the
Certificate of Incorporation or By-Laws of Andrew Amplifiers or the Articles of
Organization of Adirondacks, (ii) any loan agreement or evidence of Indebtedness
listed in Schedule 5.15 of the Agreement, (iii) any other agreement or
instrument listed as an exhibit to the Annual Report on Form 10-K of

                                        2
                                 Exhibit 4.4(a)


Andrew for its fiscal year ended September 30, 2002 or to any Quarterly Report
on Form 10-Q or Current Report on Form 8-K filed by Andrew with the Securities
and Exchange Commission since the date of such Form 10-K, (iv) any law
(including usury laws) or regulation applicable to Andrew that, in our
experience, is normally applicable both to general business corporations that
are not engaged in regulated business activities and to transactions of the type
contemplated by the Agreement, or (v) any order, writ, injunction or decree
known to us of any court or Federal or Illinois state governmental authority
applicable to any of the Companies.

       7.    To our knowledge, except as described in Schedule 5.8 to the
Agreement, there are no actions, suits or proceedings pending or threatened in
writing against any of the Companies, at law or in equity or before or by any
Federal or Illinois state governmental authority, that are likely to result,
individually or in the aggregate, in a Material Adverse Effect.

       8.    Neither Andrew nor any Subsidiary is an "investment company" or a
company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended.

       Our opinion is limited to the laws of the State of Illinois, the General
Corporation Law and Limited Liability Company Law of the State of Delaware and
the Federal laws of the United States.

       We express no opinion as to the enforceability of (a) any provision
requiring the payment of interest on interest, (b) express or implicit waivers
of broad or vaguely stated rights, unknown future rights, defenses to
obligations or rights granted by law, where such waivers are against public
policy or prohibited by law, (c) indemnity and contribution rights that may be
against public policy, (d) any provision that provides that waivers, consents,
amendments or modifications must be in writing, or (e) any provision that
provides for reimbursement for attorneys' fees to the extent such attorneys'
fees are not reasonable.

       This opinion speaks as of the time of its delivery on the date it bears.
We do not assume any obligation to provide you with any subsequent opinion or
advice by reason of any fact about which we did not have knowledge at that time,
by reason of any change subsequent to that time in any law covered by any of our
opinions, or for any other reason.

       This opinion is solely for the benefit of you, your counsel and your
permitted successors and assigns in connection with the transactions
contemplated by the Agreement.

                                        3
                                 Exhibit 4.4(a)


                                                                  EXHIBIT 4.4(b)

                         FORM OF TAX OPINION OF COUNSEL
                                 TO THE COMPANY

                                  July 15, 2003

To the Purchasers Named
   On the Attached Schedule I

       We have acted as counsel to Andrew Corporation ("Andrew"), in connection
with the Note Assumption and Exchange Agreement (the "Agreement") between Andrew
and Allen Telecom, Inc. ("Allen") and you dated July 15, 2003. This opinion is
delivered at the Companies request pursuant to Section 4.4(a) of the Agreement.
Capitalized terms used but not otherwise defined in this opinion have the
meanings ascribed to them in the Agreement.

       We have examined the proceedings incident to the issuance and exchange of
the Notes for the Existing Notes and, in connection therewith, we have examined
executed counterparts of the Agreement and originals of the Notes. We also have
examined originals, executed counterparts or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and such other documents as we have deemed
necessary for purposes of this opinion including without limitation the Merger
Agreement. In this examination, we have assumed the genuineness of all, the
legal capacity of all individuals who have executed the documents we have
reviewed, the authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies. As to
matters of fact material to our opinion, we have relied, without independent
verification, on the representations in the Agreement the Merger Agreement
certificates executed with respect to the Merger and the certificates referred
to above. Our examination also extended to such matters of law, as we have
deemed necessary for purposes of this opinion. For purposes of this opinion, we
have assumed that the Agreement has been duly authorized, executed and delivered
by each of the parties there to and is enforceable in accordance with its terms
against such parties. Except as expressly set forth herein, we have not
undertaken any independent investigation to determine the existence or absence
of such facts, and no inference as to our knowledge of the existence or absence
of such facts should be drawn from such representation.

       Based upon the foregoing, and subject to the qualifications hereinafter
set forth, we are of the opinion that the Holders of Notes who acquired Existing
Notes for a purchase price of at least par and whose adjusted Tax basis in the
Existing Notes is equal to the price paid for such Existing Notes (excluding
amounts paid for accrued but unpaid interest) less amounts of principal payments
on the Existing Notes received, will not recognize any gain on the

                                 Exhibit 4.4(b)


assumption of the Existing Notes by Andrew, except for any amounts received as
an amendment fee pursuant to Section 4.10 of the Agreement.

       This opinion speaks as of the time of its delivery on the date it bears.
We do not assume any obligation to provide you with any subsequent opinion or
advice by reason of any fact about which we did not have knowledge at that time,
by reason of any change subsequent to that time in any law covered by any of our
opinions, or for any other reason.

       This opinion is solely for your benefit, in connection with the
transactions contemplated by the Agreement.

                                        2
                                 Exhibit 4.4(b)


                                                                  EXHIBIT 4.4(c)

                       FORM OF OPINION OF SPECIAL COUNSEL
                                TO THE PURCHASERS

          The opinion of Schiff Hardin & Waite, special counsel to the
Purchasers, shall be to the effect that:

     1.   The Company is a corporation organized and validly existing in good
standing under the laws of the State of Delaware, with all requisite corporate
power and authority to enter into the Agreement and to issue and sell the Notes.

     2.   The Agreement and the Notes have been duly authorized by proper
corporate action on the part of the Company, have been duly executed and
delivered by an authorized officer of the Company, and constitute the legal,
valid and binding agreements of the Company, enforceable in accordance with
their terms, except to the extent that enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application relating to or affecting the enforcement of the rights of
creditors or by equitable principles, regardless of whether enforcement is
sought in a proceeding in equity or at law.

     3.   Based upon the representations set forth in the Agreement, the
offering, issuance and delivery of the Notes do not require the registration of
the Notes under the Securities Act of 1933, as amended, nor the qualification of
an indenture under the Trust Indenture Act of 1939, as amended.

     4.   The issuance of the Notes and compliance with the terms and provisions
of the Notes and the Agreement will not conflict with or result in any breach of
any of the provisions of the Certificate of Incorporation or By-Laws of the
Company.

     5.   No approval, consent or withholding of objection on the part of, or
filing, registration or qualification with, any governmental body, Federal or
state, is necessary in connection with the execution and delivery of the Note
Agreement or the Notes.

The opinion of Schiff Hardin & Waite also shall state that the opinion of
Gardner, Carton & Douglas, counsel to the Company, delivered to you pursuant to
the Agreement, is satisfactory in form and scope to Schiff Hardin & Waite, and,
in its opinion, the Purchasers and it are justified in relying thereon and shall
cover such other matters relating to the sale of the Notes as the Purchasers may
reasonably request.

                                 Exhibit 4.4(c)

EX-4.6

- --------------------------------------------------------------------------------

                               ANDREW CORPORATION

                                       To


                           BNY Midwest Trust Company,
                                   as Trustee

               ---------------------------------------------------


                                    INDENTURE


                                   Dated as of

                                 August 8, 2003


                ------------------------------------------------


                 3 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2013


- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                                 PAGE
                                                                                                 ----
                                                                                                
                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  DEFINITIONS..........................................................................1

                                    ARTICLE 2
     ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

Section 2.01.  DESIGNATION AMOUNT AND ISSUE OF SECURITIES..........................................10
Section 2.02.  FORM OF SECURITIES..................................................................11
Section 2.03.  DATE AND DENOMINATION OF SECURITIES; PAYMENTS OF INTEREST...........................12
Section 2.04.  EXECUTION OF SECURITIES.............................................................14
Section 2.05.  EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES; RESTRICTIONS ON TRANSFER.......14
Section 2.06.  MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.....................................19
Section 2.07.  TEMPORARY SECURITIES................................................................20
Section 2.08.  CANCELLATION OF SECURITIES..........................................................21
Section 2.09.  CUSIP NUMBERS.......................................................................21

                                    ARTICLE 3
                       PARTICULAR COVENANTS OF THE COMPANY

Section 3.01.  PAYMENT OF PRINCIPAL AND INTEREST...................................................21
Section 3.02.  MAINTENANCE OF OFFICE OR AGENCY.....................................................21
Section 3.03.  APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE..................................22
Section 3.04.  PROVISIONS AS TO PAYING AGENT.......................................................22
Section 3.05.  EXISTENCE...........................................................................23
Section 3.06.  MAINTENANCE OF PROPERTIES...........................................................24
Section 3.07.  PAYMENT OF TAXES AND OTHER CLAIMS...................................................24
Section 3.08.  RULE 144A INFORMATION REQUIREMENT...................................................24
Section 3.09.  STAY, EXTENSION AND USURY LAWS......................................................25
Section 3.10.  COMPLIANCE CERTIFICATE..............................................................25
Section 3.11.  ADDITIONAL INTEREST NOTICE..........................................................25

                                    ARTICLE 4
        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 4.01.  SECURITYHOLDERS' LISTS..............................................................26
Section 4.02.  PRESERVATION AND DISCLOSURE OF LISTS................................................26
Section 4.03.  REPORTS BY TRUSTEE..................................................................26




                                                                                                
Section 4.04.  REPORTS BY COMPANY..................................................................27

                                    ARTICLE 5
       REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON AN EVENT OF DEFAULT

Section 5.01.  EVENTS OF DEFAULT...................................................................27
Section 5.02.  PAYMENTS OF SECURITIES ON DEFAULT; SUIT THEREFOR....................................30
Section 5.03.  APPLICATION OF MONIES COLLECTED BY TRUSTEE..........................................31
Section 5.04.  PROCEEDINGS BY SECURITYHOLDER.......................................................32
Section 5.05.  PROCEEDINGS BY TRUSTEE..............................................................33
Section 5.06.  REMEDIES CUMULATIVE AND CONTINUING..................................................33
Section 5.07.  DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF SECURITYHOLDERS......34
Section 5.08.  NOTICE OF DEFAULTS..................................................................34
Section 5.09.  UNDERTAKING TO PAY COSTS............................................................34

                                    ARTICLE 6
                                   THE TRUSTEE

Section 6.01.  DUTIES AND RESPONSIBILITIES OF TRUSTEE..............................................35
Section 6.02.  RELIANCE ON DOCUMENTS, OPINIONS, ETC................................................37
Section 6.03.  NO RESPONSIBILITY FOR RECITALS, ETC.................................................38
Section 6.04.  TRUSTEE, PAYING AGENTS, CONVERSION AGENTS OR REGISTRAR MAY OWN SECURITIES...........38
Section 6.05.  MONIES TO BE HELD IN TRUST..........................................................39
Section 6.06.  COMPENSATION AND EXPENSES OF TRUSTEE................................................39
Section 6.07.  OFFICERS' CERTIFICATE AS EVIDENCE...................................................40
Section 6.08.  CONFLICTING INTERESTS OF TRUSTEE....................................................40
Section 6.09.  ELIGIBILITY OF TRUSTEE..............................................................40
Section 6.10.  RESIGNATION OR REMOVAL OF TRUSTEE...................................................40
Section 6.11.  ACCEPTANCE BY SUCCESSOR TRUSTEE.....................................................42
Section 6.12.  SUCCESSION BY MERGER................................................................42
Section 6.13.  PREFERENTIAL COLLECTION OF CLAIMS...................................................43
Section 6.14.  TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.............................43

                                    ARTICLE 7
                               THE SECURITYHOLDERS

Section 7.01.  ACTION BY SECURITYHOLDERS...........................................................44
Section 7.02.  PROOF OF EXECUTION BY SECURITYHOLDERS...............................................44
Section 7.03.  WHO ARE DEEMED ABSOLUTE OWNERS......................................................44
Section 7.04.  COMPANY-OWNED SECURITIES DISREGARDED................................................45
Section 7.05.  REVOCATION OF CONSENTS, FUTURE SECURITYHOLDERS BOUND................................45



                                       ii


                                                                                                
                                    ARTICLE 8
                           MEETINGS OF SECURITYHOLDERS

Section 8.01.  PURPOSE OF MEETINGS.................................................................46
Section 8.02.  CALL OF MEETINGS BY TRUSTEE.........................................................46
Section 8.03.  CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS......................................46
Section 8.04.  QUALIFICATIONS FOR VOTING...........................................................47
Section 8.05.  REGULATIONS.........................................................................47
Section 8.06.  VOTING..............................................................................48
Section 8.07.  NO DELAY OF RIGHTS BY MEETING.......................................................48

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

Section 9.01.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS..........................48
Section 9.02.  SUPPLEMENTAL INDENTURE WITH CONSENT OF SECURITYHOLDERS..............................50
Section 9.03.  EFFECT OF SUPPLEMENTAL INDENTURE....................................................51
Section 9.04.  NOTATION ON SECURITIES..............................................................51
Section 9.05.  EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED TO TRUSTEE.........52

                                   ARTICLE 10
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 10.01. COMPANY MAY CONSOLIDATE ON CERTAIN TERMS............................................52
Section 10.02. SUCCESSOR TO BE SUBSTITUTED.........................................................53
Section 10.03. OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE...........................................53

                                   ARTICLE 11
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 11.01. DISCHARGE OF INDENTURE..............................................................54
Section 11.02. DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE.....................................54
Section 11.03. PAYING AGENT TO REPAY MONIES HELD...................................................55
Section 11.04. RETURN OF UNCLAIMED MONIES..........................................................55
Section 11.05. REINSTATEMENT.......................................................................55

                                   ARTICLE 12
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS...............................55

                                   ARTICLE 13
                               GENERAL PROVISIONS

Section 13.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS..........................................56



                                       iii


                                                                                                
Section 13.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION..............................................56
Section 13.03. ADDRESSES FOR NOTICES, ETC..........................................................56
Section 13.04. GOVERNING LAW.......................................................................57
Section 13.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT, CERTIFICATES TO TRUSTEE...........57
Section 13.06. LEGAL HOLIDAYS......................................................................57
Section 13.07. TRUST INDENTURE ACT.................................................................57
Section 13.08. NO SECURITY INTEREST CREATED........................................................58
Section 13.09. BENEFITS OF INDENTURE...............................................................58
Section 13.10. TABLE OF CONTENTS, HEADINGS.........................................................58
Section 13.11. AUTHENTICATING AGENT................................................................58
Section 13.12. EXECUTION IN COUNTERPARTS...........................................................59
Section 13.13. SEVERABILITY........................................................................59

                                   ARTICLE 14
                     REDEMPTION AND REPURCHASE OF SECURITIES

Section 14.01. REDEMPTION OF SECURITIES............................................................59
Section 14.02. NOTICE OF OPTIONAL REDEMPTION; SELECTION OF SECURITIES..............................60
Section 14.03. PAYMENT OF SECURITIES CALLED FOR REDEMPTION BY THE COMPANY..........................62
Section 14.04. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.......................................63
Section 14.05. REPURCHASE AT OPTION OF SECURITYHOLDERS UPON A DESIGNATED EVENT.....................63
Section 14.06. REPURCHASE OF SECURITIES BY THE COMPANY AT OPTION OF THE SECURITYHOLDER.............67
Section 14.07. COMPANY REPURCHASE NOTICE...........................................................68
Section 14.08. EFFECT OF REPURCHASE NOTICE.........................................................69
Section 14.09. DEPOSIT OF REPURCHASE PRICE.........................................................70
Section 14.10. SECURITIES REPURCHASED IN PART......................................................71
Section 14.11. REPAYMENT TO THE COMPANY............................................................71

                                   ARTICLE 15
                            CONVERSION OF SECURITIES

Section 15.01. RIGHT TO CONVERT....................................................................71
Section 15.02. EXERCISE OF CONVERSION PRIVILEGE; ISSUANCE OF COMMON STOCK ON CONVERSION;
        NO ADJUSTMENT FOR INTEREST OR DIVIDENDS....................................................74
Section 15.03. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES..........................................77
Section 15.04. CONVERSION RATE.....................................................................77
Section 15.05. ADJUSTMENT OF CONVERSION RATE.......................................................77
Section 15.06. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE...........................88
Section 15.07. TAXES ON SHARES ISSUED..............................................................89
Section 15.08. RESERVATION OF SHARES, SHARES TO BE FULLY PAID; COMPLIANCE
        WITH GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK....................................89



                                       iv


                                                                                               
Section 15.09. RESPONSIBILITY OF TRUSTEE...........................................................90
Section 15.10. NOTICE TO SECURITYHOLDERS PRIOR TO CERTAIN ACTIONS..................................91
Section 15.11. SHAREHOLDER RIGHTS PLANS............................................................91
Section 15.12. TRANSFER RESTRICTIONS...............................................................92

                                   ARTICLE 16
                           SUBORDINATION OF SECURITIES

Section 16.01. AGREEMENT OF SUBORDINATION..........................................................92
Section 16.02. NO PAYMENTS TO SECURITYHOLDERS UPON DEFAULTS RELATING TO
        DESIGNATED SENIOR INDEBTEDNESS.............................................................93
Section 16.03. PAYMENTS OVER TO SENIOR INDEBTEDNESS UPON DISSOLUTION...............................94
Section 16.04. PRIOR PAYMENT OF SENIOR INDEBTEDNESS UPON ACCELERATION OF SECURITIES................95
Section 16.05. PAYMENT OVER TO SENIOR INDEBTEDNESS.................................................96
Section 16.06. SUBROGATION OF SECURITIES...........................................................96
Section 16.07. PAYMENT OBLIGATIONS UNCONDITIONAL...................................................97
Section 16.08. AUTHORIZATION TO EFFECT SUBORDINATION...............................................97
Section 16.09. NOTICE TO TRUSTEE...................................................................97
Section 16.10. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS...........................................98
Section 16.11. NO IMPAIRMENT OF SUBORDINATION......................................................99
Section 16.12. CERTAIN CONVERSIONS NOT DEEMED PAYMENT..............................................99
Section 16.13. SUBORDINATION APPLICABLE TO PAYING AGENTS...........................................99
Section 16.14. SENIOR INDEBTEDNESS ENTITLED TO RELY...............................................100
Section 16.15. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.....................100

Exhibit A Form of Security                                                                        A-1



                                        v


                                    INDENTURE

     INDENTURE dated as of August 8, 2003 between Andrew Corporation, a Delaware
corporation (hereinafter called the "COMPANY"), having its principal office at
10500 West 153rd Street, Orland Park, Illinois, 60462 and BNY Midwest Trust
Company, an Illinois trust company, as trustee hereunder (hereinafter called the
"TRUSTEE").

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issuance of its 3 1/4% Convertible Subordinated Notes Due 2013 (hereinafter
called the "SECURITIES"), in an aggregate principal amount not to exceed
$240,000,000, and to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution and delivery of this Indenture; and

     WHEREAS, all acts and things necessary to make the Securities, when
executed by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this Indenture a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Securities have in
all respects been duly authorized,

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Securities
are, and are to be, authenticated, issued and delivered, and in consideration of
the premises and of the purchase and acceptance of the Securities by the holders
thereof, the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the
Securities (except as otherwise provided below), as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.01. DEFINITIONS. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01. All other
terms used in this Indenture that are defined in the Trust Indenture Act or
which are by reference therein defined in the Securities Act of 1933 (except as
herein otherwise expressly provided or unless the context otherwise requires)
shall have the meanings assigned to such terms in the Trust Indenture Act and in
the Securities Act as in force at the date of the execution of this Indenture.
The words "HEREIN",



"HEREOF", "HEREUNDER" and words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other Subdivision. The terms
defined in this Article include the plural as well as the singular.

     "ADDITIONAL INTEREST" has the meaning specified for "ADDITIONAL INTEREST
AMOUNT" in Section 2(e) of the Registration Rights Agreement.

     "ADDITIONAL INTEREST NOTICE" has the meaning specified in Section 3.11.

     "ADJUSTMENT EVENT" has the meaning specified in Section 15.05(l).

     "AGENT MEMBERS" has the meaning specified in Section 2.05(b).

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"CONTROL", when used with respect to any specified Person means the power to
direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise, and the terms "CONTROLLING" and "CONTROLLED" have
meanings correlative to the foregoing.

     "APPLICABLE STOCK PRICE" means, in respect of a conversion date, the
average of the Closing Sale Prices per share of Common Stock over the
five-Trading Day period starting the third Trading Day following such conversion
date.

     "BOARD OF DIRECTORS" means the Board of Directors of the Company or a
committee of such Board duly authorized to act for it hereunder.

     "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, regulation or executive order to close.

     "CLOSING SALE PRICE" of the shares of Common Stock on any date means the
closing sale price per share (or, if no closing sale price is reported, the
average of the closing bid and ask prices or, if more than one in either case,
the average of the average closing bid and the average closing ask prices) on
such date as reported in composite transactions for the principal United States
securities exchange on which shares of Common Stock are traded or, if the shares
of Common Stock are not listed on a United States national or regional
securities exchange, as reported by the Nasdaq or by the National Quotation
Bureau Incorporated. In the absence of such quotations, the Company shall be
entitled to determine the Closing Sale Price on the basis it considers
appropriate. The

                                        2


Closing Sale Price shall be determined without reference to extended or after
hours trading.

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

     "COMMON STOCK" means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 15.06, however, shares issuable on conversion of Securities shall
include only shares of the class designated as common stock of the Company at
the date of this Indenture (namely, the Common Stock, par value $.01) or shares
of any class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the
Company; PROVIDED that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on conversion
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.

     "COMPANY" means the corporation named as the "COMPANY" in the first
paragraph of this Indenture, and, subject to the provisions of Article 10 and
Section 15.06, shall include its successors and assigns.

     "COMPANY REPURCHASE NOTICE" has the meaning specified in Section 14.07(b).

     "COMPANY REPURCHASE NOTICE DATE" has the meaning specified in Section
14.07(b).

     "CONVERSION PRICE" as of any day will equal $1,000 divided by the
Conversion Rate as of such date.

     "CONVERSION RATE" has the meaning specified in Section 15.04.

     "CORPORATE TRUST OFFICE" or other similar term, means the designated office
of the Trustee at which at any particular time its corporate trust business as
it relates to this Indenture shall be administered, which office is, at the date
as of which this Indenture is dated, located at 2 N. LaSalle St., Suite 1020,
Chicago IL

                                        3


60602, Attention: Corporate Trust Administration, or such other address as the
Trustee may designate from time to time by notice to the Securityholders (or
such other address as such successor Trustee may designate from time to time by
notice to the Securityholders and the Company).

     "CURRENT MARKET PRICE" has the meaning specified in Section 15.05(h).

     "CUSTODIAN" means BNY Midwest Trust Company, as custodian with respect to
the Securities in global form, or any successor entity thereto.

     "DEFAULT" means any event that is, or after notice or passage of time, or
both, would be, an Event of Default.

     "DEFAULTED INTEREST" has the meaning specified in Section 2.03.

     "DEPOSITARY" means, the clearing agency registered under the Exchange Act
that is designated to act as the Depositary for the Global Securities. The
Depository Trust Company shall be the initial Depositary, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, "DEPOSITARY" shall mean or include such
successor.

     "DESIGNATED EVENT" shall mean (a) any Fundamental Change or (b) the Common
Stock is neither listed for trading on a United States national securities
exchange nor approved for trading on the Nasdaq National Market.

     "DESIGNATED EVENT NOTICE" has the meaning specified in Section 14.05(b).

     "DESIGNATED EVENT EXPIRATION TIME" has the meaning specified in Section
14.05(b).

     "DESIGNATED EVENT REPURCHASE DATE" has the meaning specified in Section
14.05(a).

     "DESIGNATED SENIOR INDEBTEDNESS" means (i) all obligations under the Senior
Credit Facility, (ii) the Company's outstanding 9.52% Senior Notes due September
30, 2005; 6.60% Senior Notes, Series 2003-A, due November 14, 2003; 6.65% Senior
Notes, Series 2003-B, due November 14, 2007 and 6.74% Senior Notes, Series
2003-C, due November 14, 2007 and (iii) any other Senior Indebtedness of the
Company which, at the date of determination, is specifically designated by the
Company in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of this Indenture.

     "DETERMINATION DATE" has the meaning specified in Section 15.05(l).

                                        4


     "DISTRIBUTED SECURITIES" has the meaning specified in Section 15.05(d).

     "EVENT OF DEFAULT" means any event specified in Section 5.01 as an Event of
Default.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.

     "EX-DIVIDEND TIME" has the meaning specified in Section 15.01(e).

     "EXPIRATION TIME" has the meaning specified in Section 15.05(f).

     "FAIR MARKET VALUE" has the meaning specified in Section 15.05(h).

     "FUNDAMENTAL CHANGE" means the occurrence of any transaction or event
(whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise) in connection with which all or substantially all of the Common Stock
shall be exchanged for, converted into, acquired for or constitutes solely the
right to receive consideration which is not all or substantially all common
stock that is (or, upon consummation of or immediately following such
transaction or event, which will be) listed on a United States national
securities exchange or approved (or, upon consummation of or immediately
following such transaction or event, which will be approved) for quotation on
the Nasdaq National Market or any similar United States system of automated
dissemination of quotations of securities prices.

     "GLOBAL SECURITY" has the meaning specified in Section 2.02.

     "INDEBTEDNESS" means, with respect to any Person, and without duplication,
(a) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person for borrowed money (including obligations of the
Person in respect of overdrafts, foreign exchange contracts, commodity
contracts, currency exchange agreements, interest rate protection agreements,
and any loans or advances from banks, whether or not evidenced by notes or
similar instruments) or evidenced by bonds, debentures, notes or similar
instruments (whether or not the recourse of the lender is to the whole of the
assets of such Person or to only a portion thereof), the deferred purchase price
of property, including conditional sale obligations and title retention
agreements, other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services; (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such Person with respect to letters of
credit, bank guarantees or bankers' acceptances; (c) all obligations and
liabilities (contingent or otherwise)

                                        5


in respect of leases of such Person required, in conformity with generally
accepted accounting principles, to be accounted for as capitalized lease
obligations on the balance sheet of such Person and all obligations and other
liabilities (contingent or otherwise) under any lease or related document
(including a purchase agreement) in connection with the lease of real property
which provides that such Person is contractually obligated to purchase or cause
a third party to purchase the leased property and thereby guarantee a minimum
residual value of the leased property to the lessor and the obligations of such
Person under such lease or related document to purchase or to cause a third
party to purchase such leased property; (d) all obligations of such Person
(contingent or otherwise) with respect to an interest rate or other swap, cap or
collar agreement or other similar instrument or agreement or foreign currency
hedge, exchange, purchase or similar instrument or agreement; (e) all direct or
indirect guarantees or similar agreements by such Person in respect of, and
obligations or liabilities (contingent or otherwise) of such Person to purchase
or otherwise acquire or otherwise assure a creditor against loss in respect of,
indebtedness, obligations or liabilities of another Person of the kind described
in clauses (a) through (d); (f) any indebtedness or other obligations described
in clauses (a) through (e) secured by any mortgage, pledge, lien or other
encumbrance existing on property which is owned or held by such Person,
regardless of whether the indebtedness or other obligation secured thereby shall
have been assumed by such Person; and (g) any and all deferrals, renewals,
extensions and refundings of, or amendments, modifications or supplements to,
any indebtedness, obligation or liability of the kind described in clauses (a)
through (f).

     "INDENTURE" means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented.

     "INTEREST" means, when used with reference to the Securities, any interest
payable under the terms of the Securities, including Additional Interest, if
any, payable under the terms of the Registration Rights Agreement.

     "NON-ELECTING SHARE" has the meaning specified in Section 15.06.

     "NOTICE DATE" means the date of mailing of the notice of redemption
pursuant to Section 14.02.

     "OFFICERS' CERTIFICATE", when used with respect to the Company, means a
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the Chief Executive Officer, the President or any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "VICE PRESIDENT") and the Treasurer or any Assistant Treasurer, or the
Secretary or Assistant Secretary of the Company.

                                        6


     "OPINION OF COUNSEL" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company, or other counsel reasonably
acceptable to the Trustee.

     "OPTIONAL REDEMPTION" has the meaning specified in Section 14.02.

     "OUTSTANDING", when used with reference to Securities and subject to the
provisions of Section 7.04, means, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except:

     (a)    Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

     (b)    Securities, or portions thereof, (i) for the redemption of which
monies in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or (ii) which shall
have been otherwise discharged in accordance with Article 11;

     (c)    Securities in lieu of which, or in substitution for which, other
Securities shall have been authenticated and delivered pursuant to the terms of
Section 2.06; and

     (d)    Securities converted into Common Stock pursuant to Article 15 and
Securities deemed not outstanding pursuant to Article 14.

     "PERSON" means a corporation, an association, a partnership, a limited
liability company, an individual, a joint venture, a joint stock company, a
trust, an unincorporated organization or a government or an agency or a
political subdivision thereof.

     "PORTAL MARKET" means The Portal Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security that it replaces.

     "PRINCIPAL VALUE CONVERSION" has the meaning set forth in Section 15.01.

     "PURCHASED SHARES" has the meaning specified in Section 15.05(f).

     "QIB" means a "QUALIFIED INSTITUTIONAL BUYER" as defined in Rule 144A.

                                        7


     "RECORD DATE" has the meaning specified in Section 2.03.

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of August 8, 2003 among the Company and Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC and Citicorp Global Markets Inc.,
as representatives of the Initial Purchasers, as amended from time to time in
accordance with its terms.

     "REPRESENTATIVE" means (a) the indenture trustee or other trustee, agent or
representative for holders of Senior Indebtedness or (b) with respect to any
Senior Indebtedness that does not have any such trustee, agent or other
representative, (i) in the case of such Senior Indebtedness issued pursuant to
an agreement providing for voting arrangements as among the holders or owners of
such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting
with the consent of the required persons necessary to bind such holders or
owners of such Senior Indebtedness and (ii) in the case of all other such Senior
Indebtedness, the holder or owner of such Senior Indebtedness.

     "REPURCHASE DATE" has the meaning specified in Section 14.06.

     "REPURCHASE NOTICE" has the meaning specified in Section 14.06.

     "RESPONSIBLE OFFICER" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee with direct
responsibility for the administration of this Indenture including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of such person's knowledge of any familiarity with the particular
subject.

     "RESTRICTED SECURITIES" has the meaning specified in Section 2.05(c).

     "RESTRICTED SECURITIES LEGEND" means the legend labeled as such set forth
in Exhibit A hereto.

     "RULE 144A" means Rule 144A as promulgated under the Securities Act.

     "SECURITY" or "SECURITIES" means any Security or Securities, as the case
may be, authenticated and delivered under this Indenture, including any Global
Security.

     "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

                                        8


     "SECURITY REGISTER" has the meaning specified in Section 2.05.

     "SECURITY REGISTRAR" has the meaning specified in Section 2.05.

     "SECURITYHOLDER" as applied to any Security, or other similar terms, means
any Person in whose name at the time a particular Security is registered on the
Security Registrar's books.

     "SENIOR CREDIT FACILITY" means the Amended and Restated Credit Agreement,
dated as of December 19, 2002, among Andrew Corporation, as borrower, Bank of
America, N.A., as lender and administrative agent and the other financial
institutions from time to time party thereto, as amended by a First Amendment
dated as of June 30, 2003, and the Second Amendment dated August 4, 2003,
together with the documents now or hereafter related thereto (including, without
limitation, any guarantee agreements and any security documents), in each case
as such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including by way of adding the Company or any Subsidiaries of the
Company as additional borrowers or guarantors thereunder) all or any portion of
the Indebtedness under such agreement or any successor or replacement agreement
and whether by the same or any other agent, lender or group of lenders (or other
institutions).

     "SENIOR INDEBTEDNESS" means the principal of, premium, if any, interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post petition
interest is allowable as a claim in any such proceeding), and rent payable on or
in connection with, and all fees, costs, expenses and other amounts accrued or
due on or in connection with, Indebtedness of the Company, whether outstanding
on the date of this Indenture or thereafter created, incurred, assumed, or
guaranteed by the Company (including all deferrals, renewals, extensions or
refundings of, or amendments, modifications or supplements to, the foregoing);
PROVIDED that Senior Indebtedness shall not include (1) the Securities, (2) any
Indebtedness the instrument creating or evidencing the same or the assumption or
guarantee thereof expressly provides that such Indebtedness is "pari passu" with
or " junior" to the Securities or (3) any obligation of the Company to any
Subsidiary.

     "SIGNIFICANT SUBSIDIARY" means, as of any date of determination, a
Subsidiary of the Company that would constitute a "SIGNIFICANT SUBSIDIARY" as
such term is defined under Rule 1-02(w) of Regulation S-X of the Commission as
in effect on the date of this Indenture.

     "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting

                                        9


power of shares of capital stock or other equity interest entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more Subsidiaries of such Person (or any combination
thereof).

     "TRADING DAY" has the meaning specified in Section 15.05(h).

     "TRADING PRICE" means, on any date, the average of the secondary market bid
quotations per $1,000 principal amount of Securities obtained by the Trustee for
$10,000,000 principal amount of Securities at approximately 3:30 p.m., New York
City time, on such date from three independent nationally recognized securities
dealers selected by the Company; PROVIDED that if at least three such bids
cannot reasonably be obtained by the Trustee, but two such bids are obtained,
then the average of the two bids shall be used, and if only one such bid can
reasonably be obtained by the Trustee, one bid shall be used; PROVIDED FURTHER
that if the Trustee cannot reasonably obtain at least one bid for $10,000,000
principal amount of Securities from a nationally recognized securities dealer,
then the Trading Price per $1,000 principal amount of Securities shall be deemed
to be less than 98% of the product of (a) the Conversion Rate and (b) the
Closing Sale Price on such date.

     "TRIGGER EVENT" has the meaning specified in Section 15.05(d).

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended, as
it was in force at the date of this Indenture, except as provided in Sections
9.03 and 15.06; PROVIDED that if the Trust Indenture Act of 1939 is amended
after the date hereof, the term "TRUST INDENTURE ACT" shall mean, to the extent
required by such amendment, the Trust Indenture Act of 1939 as so amended.

     "TRUSTEE" means BNY Midwest Trust Company, an Illinois trust company, and
its successors and any corporation resulting from or surviving any consolidation
or merger to which it or its successors may be a party and any successor trustee
at the time serving as successor trustee hereunder.

                                    ARTICLE 2
     ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

     Section 2.01. DESIGNATION AMOUNT AND ISSUE OF SECURITIES. The Securities
shall be designated as "3 1/4% Convertible Subordinated Notes Due

                                       10


2013". Securities not to exceed the aggregate principal amount of $240,000,000
(except pursuant to Sections 2.05, 2.06, 14.03, 14.05 and 15.02 hereof) upon the
execution of this Indenture, or from time to time thereafter, may be executed by
the Company and delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Securities to or upon the written
order of the Company, signed by its Chairman of the Board, Vice Chairman of the
Board, Chief Executive Officer, President or any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "VICE PRESIDENT"), the Treasurer or any Assistant Treasurer or the
Secretary or Assistant Secretary, without any further action by the Company
hereunder.

     Section 2.02. FORM OF SECURITIES. The Securities and the Trustee's
certificate of authentication to be borne by such Securities shall be
substantially in the form set forth in Exhibit A. The terms and provisions
contained in the form of Security attached as Exhibit A hereto shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

     Any of the Securities may have such letters, numbers or other marks of
identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required by the Custodian, the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Securities to
be tradable on The Portal Market or as may be required for the Securities to be
tradable on any other market developed for trading of securities pursuant to
Rule 144A or as may be required to comply with any applicable law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Securities may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Securities are subject.

     So long as the Securities are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.05(a), all of the Securities will be represented by one or more
Securities in global form registered in the name of the Depositary or the
nominee of the Depositary (a "GLOBAL SECURITY"). The transfer and exchange of
beneficial interests in any such Global Security shall be effected through the
Depositary in accordance with this Indenture and the applicable procedures of
the Depositary. Except as provided in Section 2.05(b), beneficial owners of a
Global Security shall not be entitled to have certificates registered in their
names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered holders of such
Global Security.

                                       11


     Any Global Security shall represent such of the outstanding Securities as
shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Securities from time to time endorsed thereon
and that the aggregate amount of outstanding Securities represented thereby may
from time to time be increased or reduced to reflect redemptions, repurchases,
conversions, transfers or exchanges permitted hereby. Any endorsement of a
Global Security to reflect the amount of any increase or decrease in the amount
of outstanding Securities represented thereby shall be made by the Trustee or
the Custodian, at the direction of the Trustee, in such manner and upon
instructions given by the holder of such Securities in accordance with this
Indenture. Payment of principal of and Interest on any Global Security shall be
made to the holder of such Security.

     Section 2.03. DATE AND DENOMINATION OF SECURITIES; PAYMENTS OF INTEREST.
The Securities shall be issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof. Each
Security shall be dated the date of its authentication and shall bear interest
from the date specified on the face of the form of Security attached as Exhibit
A hereto. Interest on the Securities shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.

     The Person in whose name any Security (or its Predecessor Security) is
registered on the Security Register at the close of business on any record date
with respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date, except that the interest payable
upon redemption or repurchase will be payable to the Person to whom principal is
payable pursuant to such redemption or repurchase (unless the redemption date or
the repurchase date, as the case may be, falls after a record date and on or
prior to the corresponding interest payment date, in which case the semi-annual
payment of interest becoming due on such interest payment date shall be payable
to the Securityholders of such Securities registered as such on the applicable
record date).

     Interest shall be payable at the office of the Company maintained by the
Company for such purposes in the Borough of Manhattan, City of New York, which
shall initially be an office or agency of the Trustee. The Company shall pay
interest (i) on any Securities in certificated form by check mailed to the
address of the Person entitled thereto as it appears in the Security Register
(or upon written notice, by wire transfer in immediately available funds, if
such Person is entitled to interest on aggregate principal in excess of $2
million) or (ii) on any Global Security by wire transfer of immediately
available funds to the account of the Depositary or its nominee. The term
"rECORD DATE" with respect to any interest payment date shall mean the February
1 or August 1 preceding the applicable February 15 or August 15 interest payment
date, respectively.

                                       12


     Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any February 15 or August 15 (herein called "DEFAULTED
INTEREST") shall forthwith cease to be payable to the Securityholder on the
relevant record date by virtue of his having been such Securityholder, and such
Defaulted Interest shall be paid by the Company, at its election in each case,
as provided in clause (1) or (2) below:

     (1)    The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment (which shall be not less than twenty-five (25) days after the
receipt by the Trustee of such notice, unless the Trustee shall consent to an
earlier date), and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall be
not more than fifteen (15) days and not less than ten (10) days prior to the
date of the proposed payment, and not less than ten (10) days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be mailed,
first-class postage prepaid, to each Securityholder at his address as it appears
in the Security Register, not less than ten (10) days prior to such special
record date. Notice of the proposed payment of such Defaulted Interest and the
special record date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on such special
record date and shall no longer be payable pursuant to the following clause (2)
of this Section 2.03.

     (2)    The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
or automated quotation system on which the Securities may be listed or
designated for issuance, and upon such notice as may be required by such
exchange or automated quotation system, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.

                                       13


     Section 2.04. EXECUTION OF SECURITIES. The Securities shall be signed in
the name and on behalf of the Company by the manual or facsimile signature of
its Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,
President or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title "VICE PRESIDENT") and
attested by the manual or facsimile signature of its Secretary or any of its
Assistant Secretaries or its Treasurer or any of its Assistant Treasurers (which
may be printed engraved or otherwise reproduced thereon, by facsimile or
otherwise) . Only such Securities as shall bear thereon a certificate of
authentication substantially in the form set forth on the form of Security
attached as Exhibit A hereto, manually executed by the Trustee (or an
authenticating agent appointed by the Trustee as provided by Section 13.11),
shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. Such certificate by the Trustee (or such an authenticating
agent) upon any Security executed by the Company shall be conclusive evidence
that the Security so authenticated has been duly authenticated and delivered
hereunder and that the Securityholder is entitled to the benefits of this
Indenture.

     In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Securities had not ceased to be
such officer of the Company, and any Security may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.

     Section 2.05. EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES;
RESTRICTIONS ON TRANSFER. (a) The Company shall cause to be kept at the
Corporate Trust Office a register (the register maintained in such office and in
any other office or agency of the Company designated pursuant to Section 3.02
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities.
The Security Register shall be in written form or in any form capable of being
converted into written form within a reasonably prompt period of time. The
Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering
Securities and transfers of Securities as herein provided. The Company may
appoint one or more co-registrars in accordance with Section 3.02.

     Upon surrender for registration of transfer of any Security to the Security
Registrar or any co-registrar, and satisfaction of the requirements for such
transfer set forth in this Section 2.05, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees,

                                       14


one or more new Securities of any authorized denominations and of a like
aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.

     Securities may be exchanged for other Securities of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at any such office or agency maintained by the
Company pursuant to Section 3.02. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Securityholder making the exchange is entitled
to receive bearing registration numbers not contemporaneously outstanding.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     All Securities presented or surrendered for registration of transfer or for
exchange, redemption, repurchase or conversion shall (if so required by the
Company or the Security Registrar) be duly endorsed, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company, and the Security shall be duly executed by the holder thereof or his
attorney duly authorized in writing.

     No service charge shall be made to any Securityholder for any registration
of transfer or exchange of Securities, but the Company may require payment by
the Securityholder of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities.

     Neither the Company nor the Trustee nor any Security Registrar shall be
required to exchange or register a transfer of (a) any Securities for a period
of fifteen (15) days next preceding any selection of Securities to be redeemed,
(b) any Securities or portions thereof called for redemption pursuant to Section
14.02 (c) any Securities or portions thereof surrendered for conversion pursuant
to Article 15, (d) any Securities or portions thereof tendered for repurchase
(and not withdrawn) pursuant to Section 14.05 or (e) any Securities or portions
thereof tendered for repurchase (and not withdrawn) pursuant to Section 14.06.

     (b)    The following provisions shall apply only to Global Securities:

              (i)    Each Global Security authenticated under this Indenture
     shall be registered in the name of the Depositary or a nominee thereof and
     delivered to such Depositary or a nominee thereof or Custodian therefor,

                                       15


     and each such Global Security shall constitute a single Security for all
     purposes of this Indenture.

              (ii)   Notwithstanding any other provision in this Indenture, no
     Global Security may be exchanged in whole or in part for Securities
     registered, and no transfer of a Global Security in whole or in part may be
     registered, in the name of any Person other than the Depositary or a
     nominee thereof, unless (A) the Depositary (i) has notified the Company
     that it is unwilling or unable to continue as Depositary for such Global
     Security and a successor depositary has not been appointed by the Company
     within ninety days or (ii) has ceased to be a clearing agency registered
     under the Exchange Act and no successor clearing agency has been appointed
     by the Company within 90 days, (B) an Event of Default has occurred and is
     continuing or (C) the Company, in its sole discretion, notifies the Trustee
     in writing that it no longer wishes to have all the Securities represented
     by Global Securities. Any Global Security exchanged pursuant to clause (A)
     or (B) above shall be so exchanged in whole and not in part and any Global
     Security exchanged pursuant to clause (C) above may be exchanged in whole
     or from time to time in part as directed by the Company. Any Security
     issued in exchange for a Global Security or any portion thereof shall be a
     Global Security; PROVIDED that any such Security so issued that is
     registered in the name of a Person other than the Depositary or a nominee
     thereof shall not be a Global Security.

              (iii)  Securities issued in exchange for a Global Security or any
     portion thereof pursuant to clause (ii) above shall be issued in
     definitive, fully registered form, without interest coupons, shall have an
     aggregate principal amount equal to that of such Global Security or portion
     thereof to be so exchanged, shall be registered in such names and be in
     such authorized denominations as the Depositary shall designate and shall
     bear any legends required hereunder. Any Global Security to be exchanged in
     whole shall be surrendered by the Depositary to the Trustee, as Security
     Registrar. With regard to any Global Security to be exchanged in part,
     either such Global Security shall be so surrendered for exchange or, if the
     Trustee is acting as Custodian for the Depositary or its nominee with
     respect to such Global Security, the principal amount thereof shall be
     reduced, by an amount equal to the portion thereof to be so exchanged, by
     means of an appropriate adjustment made on the records of the Trustee. Upon
     any such surrender or adjustment, the Trustee shall authenticate and make
     available for delivery the Security issuable on such exchange to or upon
     the written order of the Depositary or an authorized representative
     thereof.

                                       16


              (iv)   In the event of the occurrence of any of the events
     specified in clause (ii) above, the Company will promptly make available to
     the Trustee a reasonable supply as the Trustee shall require of
     certificated Securities in definitive, fully registered form, without
     interest coupons.

              (v)    Neither any members of, or participants in, the Depositary
     ("AGENT MEMBERS") nor any other Persons on whose behalf Agent Members may
     act shall have any rights under this Indenture with respect to any Global
     Security registered in the name of the Depositary or any nominee thereof,
     and the Depositary or such nominee, as the case may be, may be treated by
     the Company, the Trustee and any agent of the Company or the Trustee as the
     absolute owner and holder of such Global Security for all purposes
     whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
     Company, the Trustee or any agent of the Company or the Trustee from giving
     effect to any written certification, proxy or other authorization furnished
     by the Depositary or such nominee, as the case may be, or impair, as
     between the Depositary, its Agent Members and any other Person on whose
     behalf an Agent Member may act, the operation of customary practices of
     such Persons governing the exercise of the rights of a holder of any
     Security.

              (vi)   At such time as all interests in a Global Security have
     been redeemed, repurchased, converted, canceled or exchanged for Securities
     in certificated form, such Global Security shall, upon receipt thereof, be
     canceled by the Trustee in accordance with standing procedures and
     instructions existing between the Depositary and the Custodian. At any time
     prior to such cancellation, if any interest in a Global Security is
     redeemed, repurchased, converted, canceled or exchanged for Securities in
     certificated form, the principal amount of such Global Security shall, in
     accordance with the standing procedures and instructions existing between
     the Depositary and the Custodian, be appropriately reduced, and an
     endorsement shall be made on such Global Security, by the Trustee or the
     Custodian, at the direction of the Trustee, to reflect such reduction.

     (c)    Any certificate evidencing a Security (and all securities issued in
exchange therefore or substitution thereof) shall bear the Restricted Securities
Legend, unless (1) such Security has been sold pursuant to a registration
statement that has been declared effective under the Securities Act (and which
continues to be effective at the time of such transfer) or pursuant to Rule 144
under the Securities Act or any similar provision then in force, (2) such
Security is eligible for resale pursuant to Rule 144(k) under the Securities Act
(or any successor provision) or (3) otherwise agreed by the Company in writing,
with written notice thereof to the Trustee.

                                       17


     Every Security that bears or is required under this Section 2.05(c) to bear
the Restricted Securities Legend (the "RESTRICTED SECURITIES") shall be subject
to the restrictions on transfer set forth in this Section 2.05(c) (including
those set forth in the Restricted Securities Legend) unless such restrictions on
transfer shall be waived by written consent of the Company, and the holder of
each such Restricted Security, by such Security holder's acceptance thereof,
agrees to be bound by all such restrictions on transfer. As used in this Section
2.05(c), the term "TRANSFER" encompasses any sale, pledge, loan, transfer or
other disposition whatsoever of any Restricted Security or any interest therein.

     Any Security (or Security issued in exchange or substitution therefor) as
to which the conditions for removal of the Restricted Securities Legend have
been satisfied may, upon surrender of such Security for exchange to the Security
Registrar in accordance with the provisions of this Section 2.05, be exchanged
for a new Security or Securities, of like tenor and aggregate principal amount,
which shall not bear the Restricted Securities Legend. If the Restricted
Security surrendered for exchange is represented by a Global Security bearing
the Restricted Securities Legend, the principal amount of the Global Security so
legended shall be reduced by the appropriate principal amount and the principal
amount of a Global Security without the Restricted Securities Legend shall be
increased by an equal principal amount. If a Global Security without the
Restricted Securities Legend is not then outstanding, the Company shall execute
and the Trustee shall authenticate and deliver a Global Security without the
Restricted Securities Legend to the Depositary.

     (d)    Any Security issued upon the conversion of a Security that, prior to
the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), is purchased or
owned by the Company or any Affiliate thereof may not be resold by the Company
or such Affiliate unless registered under the Securities Act or resold pursuant
to an exemption from the registration requirements of the Securities Act in a
transaction which results in such Securities, as the case may be, no longer
being "rESTRICTED SECURITIES" (as defined under Rule 144).

     (e)    The Trustee shall have no responsibility or obligation to any Agent
Members or any other Person with respect to the accuracy of the books or
records, or the acts or omissions, of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any Agent Member or other Person
(other than the Depositary) of any notice (including any notice of redemption)
or the payment of any amount, under or with respect to such Securities. All
notices and communications to be given to the Securityholders and all payments
to be made to Securityholders under the Securities shall be given or made only
to or upon the order of the registered Securityholders (which shall be the
Depository or its nominee in the case of a Global Security). The rights of
beneficial owners in any

                                       18


Global Security shall be exercised only through the Depository subject to the
customary procedures of the Depository. The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its Agent Members.

     The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Agent Members in any
Global Indenture) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     Section 2.06. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. In case any
Security shall become mutilated or be destroyed, lost or stolen, the Company in
its discretion may execute, and upon its written request the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Security, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in lieu
of and in substitution for the Security so destroyed, lost or stolen. In every
case, the applicant for a substituted Security shall furnish to the Company, to
the Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or connected with such substitution, and,
in every case of destruction, loss or theft, the applicant shall also furnish to
the Company, to the Trustee and, if applicable, to such authenticating agent
evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

     Following receipt by the Trustee or such authenticating agent, as the case
may be, of satisfactory security or indemnity and evidence, as described in the
preceding paragraph, the Trustee or such authenticating agent may authenticate
any such substituted Security and make available for delivery such Security.
Upon the issuance of any substituted Security, the Company may require the
payment by the Securityholder of a sum sufficient to cover any tax, assessment
or other governmental charge that may be imposed in relation thereto and any
other expenses connected therewith. In case any Security which has matured or is
about to mature or has been called for redemption or has been tendered for
repurchase upon a Designated Event (and not withdrawn) or has been surrendered
for repurchase on a Repurchase Date (and not withdrawn) or is to be converted
into Common Stock shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Security, pay or authorize the
payment of or convert or authorize the conversion of the same (without surrender
thereof except in the case of a mutilated Security), as the case may be, if the

                                       19


applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or in connection with such substitution,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company, the Trustee and, if applicable, any paying agent or
conversion agent evidence to their satisfaction of the destruction, loss or
theft of such Security and of the ownership thereof.

     Every substitute Security issued pursuant to the provisions of this Section
2.06 by virtue of the fact that any Security is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Security shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Securities duly issued hereunder. To the extent permitted by law, all Securities
shall be held and owned upon the express condition that the foregoing provisions
are exclusive with respect to the replacement or payment or conversion or
redemption or repurchase of mutilated, destroyed, lost or stolen Securities and
shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment or conversion or redemption or repurchase of negotiable
instruments or other securities without their surrender.

     Section 2.07. TEMPORARY SECURITIES. Pending the preparation of Securities
in certificated form, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon the written request of
the Company, authenticate and deliver temporary Securities (printed or
lithographed). Temporary Securities shall be issuable in any authorized
denomination, and substantially in the form of the Securities in certificated
form, but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Company. Every such
temporary Security shall be executed by the Company and authenticated by the
Trustee or such authenticating agent upon the same conditions and in
substantially the same manner, and with the same effect, as the Securities in
certificated form. Without unreasonable delay, the Company will execute and
deliver to the Trustee or such authenticating agent Securities in certificated
form and thereupon any or all temporary Securities may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant
to Section 3.02 and the Trustee or such authenticating agent shall authenticate
and make available for delivery in exchange for such temporary Securities an
equal aggregate principal amount of Securities in certificated form. Such
exchange shall be made by the Company at its own expense and without any charge
therefor. Until so exchanged, the temporary Securities shall in all respects be
entitled to the same benefits and

                                       20


subject to the same limitations under this Indenture as Securities in
certificated form authenticated and delivered hereunder.

     Section 2.08. CANCELLATION OF SECURITIES. All Securities surrendered for
the purpose of payment, redemption, repurchase, conversion, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent or any Security Registrar or any conversion agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be
promptly canceled by it, and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall dispose of such canceled Securities in accordance with its
customary procedures. If the Company shall acquire any of the Securities, such
acquisition shall not operate as a redemption, repurchase or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

     Section 2.09. CUSIP NUMBERS. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Company and the
Trustee, as applicable, shall use "CUSIP" numbers in notices of redemption or
repurchases as a convenience to Securityholders; PROVIDED that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption or a repurchase and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption or
repurchase shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the "CUSIP"
numbers.

                                    ARTICLE 3
                       PARTICULAR COVENANTS OF THE COMPANY

     Section 3.01. PAYMENT OF PRINCIPAL AND INTEREST. The Company will duly and
punctually pay or cause to be paid the principal of and Interest, on each of the
Securities (including the redemption price upon redemption or the repurchase
price upon repurchase, in each case pursuant to Article 14), at the places, at
the respective times and in the manner provided herein and in the Securities.

     Section 3.02. MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain an
office or agency in the Borough of Manhattan, the City of New York, where the
Securities may be surrendered for registration of transfer or exchange or for
presentation for payment or for conversion, redemption or repurchase and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency not designated or appointed by the Trustee. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the

                                       21


Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office or the corporate
trust office of the Trustee's New York agent in the Borough of Manhattan which
office is located at BNY Midwest Trust Company, The Bank of New York, 101
Barclay Street, New York, NY 10286, Attention: Corporate Trust.

     The Company may also from time to time designate co-registrars and one or
more offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations. The Company will give prompt written notice of any such
designation or rescission and of any change in the location of any such other
office or agency.

     The Company hereby initially designates the Trustee as paying agent,
Security Registrar, Custodian and conversion agent and each of the Corporate
Trust Office and the office of agency of the Trustee in the Borough of
Manhattan, shall be considered as one such office or agency of the Company for
each of the aforesaid purposes.

     So long as the Trustee is the Security Registrar, the Trustee agrees to
mail, or cause to be mailed, the notices set forth in Section 6.10(a) and the
third paragraph of Section 6.11. If co-registrars have been appointed in
accordance with this Section, the Trustee shall mail such notices only to the
Company and the holders of Securities it can identify from its records.

     Section 3.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

     Section 3.04. PROVISIONS AS TO PAYING AGENT. (a) If the Company shall
appoint a paying agent other than the Trustee, or if the Trustee shall appoint
such a paying agent, the Company will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 3.04:

              (1)  that it will hold all sums held by it as such agent for the
     payment of the principal of or interest on the Securities (whether such
     sums have been paid to it by the Company or by any other obligor on the
     Securities) in trust for the benefit of the holders of the Securities;

              (2)  that it will give the Trustee notice of any failure by the
     Company (or by any other obligor on the Securities) to make any payment of
     the principal of or Interest on the Securities when the same shall be due
     and payable; and

                                       22


              (3)  that at any time during the continuance of an Event of
     Default, upon request of the Trustee, it will forthwith pay to the Trustee
     all sums so held in trust.

     The Company shall, on or before each due date of the principal of or
Interest on the Securities, deposit with the paying agent a sum (in funds which
are immediately available on the due date for such payment) sufficient to pay
such principal or Interest and (unless such paying agent is the Trustee) the
Company will promptly notify the Trustee of any failure to take such action;
PROVIDED that if such deposit is made on the due date, such deposit shall be
received by the paying agent by 10:00 a.m. New York City time, on such date.

     (b)    If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of or Interest on the Securities, set
aside, segregate and hold in trust for the benefit of the holders of the
Securities a sum sufficient to pay such principal or Interest so becoming due
and will promptly notify the Trustee of any failure to take such action and of
any failure by the Company (or any other obligor under the Securities) to make
any payment of the principal of or Interest on the Securities when the same
shall become due and payable.

     (c)    Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any paying agent hereunder
as required by this Section 3.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any paying agent
to the Trustee, the Company or such paying agent shall be released from all
further liability with respect to such sums.

     (d)    Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 11.03 and 11.04.

     The Trustee shall not be responsible for the actions of any other paying
agents (including the Company if acting as its own paying agent) and shall have
no control of any funds held by such other paying agents.

     Section 3.05. EXISTENCE. Subject to Article 10, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); PROVIDED that the
Company shall not be required to preserve any such right if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Securityholders.

                                       23


     Section 3.06. MAINTENANCE OF PROPERTIES. The Company will cause all
properties used or useful in the conduct of its business or the business of any
Significant Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; PROVIDED that nothing in this Section shall prevent the
Company from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any subsidiary and not
disadvantageous in any material respect to the Securityholders.

     Section 3.07. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay or
discharge, or cause to be paid or discharged, before the same may become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Significant Subsidiary or upon the income,
profits or property of the Company or any Significant Subsidiary, (ii) all
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon the property of the Company or any Significant Subsidiary
and (iii) all stamp taxes and other duties, if any, which may be imposed by the
United States or any political subdivision thereof or therein in connection with
the issuance, transfer, exchange, conversion, redemption or repurchase of any
Securities or with respect to this Indenture; PROVIDED that, in the case of
clauses (i) and (ii), the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim (A) if
the failure to do so will not, in the aggregate, have a material adverse impact
on the Company and its Subsidiaries taken as a whole, or (B) if the amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

     Section 3.08. RULE 144A INFORMATION REQUIREMENT. Within the period prior to
the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), the Company shall,
during any period in which it is not subject to Section 13 or 15(d) under the
Exchange Act, make available to any holder or beneficial holder of Securities or
any Common Stock issued upon conversion thereof which continue to be Restricted
Securities in connection with any sale thereof and any prospective purchaser of
Securities or such Common Stock designated by such holder or beneficial holder,
the information required pursuant to Rule 144A(d)(4) under the Securities Act
upon the request of any holder or beneficial holder of the Securities or such
Common Stock and it will take such further action as any holder or beneficial
holder of such Securities or such Common Stock may reasonably request, all to
the extent required from time to time to enable such holder or beneficial holder
to sell its Securities or Common Stock without registration under the Securities
Act within the limitation of the exemption provided by Rule

                                       24


144A, as such Rule may be amended from time to time. Upon the request of any
holder or any beneficial holder of the Securities or such Common Stock, the
Company will deliver to such holder a written statement as to whether it has
complied with such requirements.

     Section 3.09. STAY, EXTENSION AND USURY LAWS. The Company (to the extent
that it may lawfully do so) shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law or other law which would prohibit or forgive the Company from
paying all or any portion of the principal of or Interest on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

     Section 3.10. COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee, within one hundred twenty (120) days after the end of each fiscal year
of the Company, a certificate signed by either the principal executive officer,
principal financial officer or principal accounting officer of the Company,
stating whether or not to the best knowledge of the signer thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and the status thereof of
which the signer may have knowledge.

     The Company will promptly deliver to the Trustee, forthwith upon becoming
aware of (i) any default in the performance or observance of any covenant,
agreement or condition contained in this Indenture, or (ii) any Event of
Default, an Officers' Certificate specifying with particularity such default or
Event of Default and further stating what action the Company has taken, is
taking or proposes to take with respect thereto.

     Any notice required to be given under this Section 3.10 shall be delivered
to a Responsible Officer of the Trustee at its Corporate Trust Office.

     Section 3.11. ADDITIONAL INTEREST NOTICE. In the event that the Company is
required to pay Additional Interest to holders of Securities pursuant to the
Registration Rights Agreement, the Company will provide written notice
("ADDITIONAL INTEREST NOTICE") to the Trustee of its obligation to pay
Additional Interest no later than fifteen (15) days prior to the proposed
payment date for the Additional Interest, and the Additional Interest Notice
shall set forth the amount

                                       25


of Additional Interest to be paid by the Company on such payment date. The
Trustee shall not at any time be under any duty or responsibility to any holder
of Securities to determine the Additional Interest, or with respect to the
nature, extent or calculation of the amount of Additional Interest when made, or
with respect to the method employed in such calculation of the Additional
Interest.

                                    ARTICLE 4
        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     Section 4.01. SECURITYHOLDERS' LISTS. The Company will furnish or cause to
be furnished to the Trustee, semiannually, not more than fifteen (15) calendar
days after each February 1 and August 1 in each year beginning with February 1,
2004, and at such other times as the Trustee may request in writing, within
thirty (30) days after receipt by the Company of any such request (or such
lesser time as the Trustee may reasonably request in order to enable it to
timely provide any notice to be provided by it hereunder), a list in such form
as the Trustee may reasonably require of the names and addresses of the holders
of Securities as of a date not more than fifteen (15) calendar days (or such
other date as the Trustee may reasonably request in order to so provide any such
notices) prior to the time such information is furnished, except that no such
list need be furnished by the Company to the Trustee so long as the Trustee is
acting as the sole Security Registrar.

     Section 4.02. PRESERVATION AND DISCLOSURE OF LISTS. The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Securities contained in the most
recent list furnished to it as provided in Section 4.01 or maintained by the
Trustee in its capacity as Security Registrar or co-registrar in respect of the
Securities, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 4.01 upon receipt of a new list so furnished.

     (a)    The rights of Securityholders to communicate with other holders of
Securities with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and duties of the Trustee, shall be as
provided by the Trust Indenture Act.

     (b)    Every Securityholder, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Securityholders of Securities made
pursuant to the Trust Indenture Act.

     Section 4.03. REPORTS BY TRUSTEE. (a) Within sixty (60) days after February
15 of each year commencing with the year 2004, the Trustee shall

                                       26


transmit to Securityholders of Securities such reports dated as of February 15
of the year in which such reports are made concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto. In the event that
no events have occurred under the applicable sections of the Trust Indenture Act
the Trustee shall be under no duty or obligation to provide such reports.

     (b)    A copy of such report shall, at the time of such transmission to
holders of Securities, be filed by the Trustee with each stock exchange and
automated quotation system upon which the Securities are listed and with the
Company. The Company will promptly notify the Trustee in writing when the
Securities are listed on any stock exchange or automated quotation system or
delisted therefrom.

     Section 4.04. REPORTS BY COMPANY. The Company shall file with the Trustee
(and the Commission if at any time after the Indenture becomes qualified under
the Trust Indenture Act), and transmit to holders of Securities, such
information, documents and other reports and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act, whether or not the Securities are governed by
such Act; PROVIDED that any such information, documents or reports required to
be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within fifteen (15) days after the same is so
required to be filed with the Commission. Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officers'
Certificates).

                                    ARTICLE 5
       REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON AN EVENT OF DEFAULT

     Section 5.01. EVENTS OF DEFAULT. In case one or more of the following
Events of Default (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) shall have occurred and be
continuing:

     (a)    default in the payment of the principal of any of the Securities as
and when the same shall become due and payable either at maturity, in connection
with any redemption or repurchase pursuant to Article 14, by acceleration or
otherwise whether or not such payment is permitted under Article 16 hereof; or

                                       27


     (b)    default in the payment of any installment of Interest upon any of
the Securities as and when the same shall become due and payable, and
continuance of such default for a period of thirty (30) days, whether or not
such payment is permitted under Article 16 hereof; or

     (c)    default in the Company's obligation to provide a Designated Event
Notice upon a Designated Event as provided in Section 14.05; or

     (d)    failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company in the
Securities or in this Indenture (other than a covenant or agreement a default in
whose performance or whose breach is elsewhere in this Section 5.01 specifically
dealt with) continued for a period of sixty (60) days after the date on which
written notice of such failure, requiring the Company to remedy the same, shall
have been given to the Company by the Trustee, or the Company and a Responsible
Officer of the Trustee by the holders of at least twenty-five percent (25%) in
aggregate principal amount of the Securities at the time outstanding determined
in accordance with Section 7.04; or

     (e)    the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to the Company
or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against the Company, or shall
make a general assignment for the benefit of creditors, or shall fail to
generally to pay its debts as they become due; or

     (f)    an involuntary case or other proceeding shall be commenced against
the Company seeking liquidation, reorganization or other relief with respect to
the Company or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, and such involuntary case or
other proceeding shall remain undismissed and unstayed for a period of sixty
(60) consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 5.01(e) or 5.01(f)), unless the principal of all of the Securities
shall have already become due and payable, either the Trustee or the holders of
not less than twenty-five percent (25%) in aggregate principal amount of the
Securities then outstanding hereunder determined in accordance with Section
7.04, by notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the principal of all the Securities and the
Interest accrued and unpaid

                                       28


thereon to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, anything in this
Indenture or in the Securities contained to the contrary notwithstanding. If an
Event of Default specified in Section 5.01(e) or 5.01(f) occurs, the principal
of all the Securities and the Interest accrued and unpaid thereon shall be
immediately and automatically due and payable without necessity of further
action. This provision, however, is subject to the conditions that if, at any
time after the principal of the Securities shall have been so declared due and
payable, and before any judgment or decree for the payment of the monies due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of Interest upon all Securities and the principal of any and all
Securities which shall have become due otherwise than by acceleration (with
interest on overdue installments of Interest (to the extent that payment of such
interest is enforceable under applicable law) and on such principal at the rate
set forth on the Securities for overdue payments of principal and Interest, to
the date of such payment or deposit) and amounts due to the Trustee pursuant to
Section 6.06, and if any and all defaults under this Indenture, other than the
nonpayment of principal of and accrued and unpaid Interest on Securities which
shall have become due by acceleration, shall have been cured or waived pursuant
to Section 5.07, then and in every such case the holders of a majority in
aggregate principal amount of the Securities then outstanding, by written notice
to the Company and to the Trustee, may waive all defaults or Events of Default
and rescind and annul such declaration and its consequences; but no such waiver
or rescission and annulment shall extend to or shall affect any subsequent
default or Event of Default, or shall impair any right consequent thereon. The
Company shall notify in writing a Responsible Officer of the Trustee, promptly
upon becoming aware thereof, of any Event of Default.

     The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a Default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture.

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such waiver or rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case, the
Company, the holders of Securities, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the Securityholders of Securities, and the
Trustee shall continue as though no such proceeding had been taken.

                                       29


     Section 5.02. PAYMENTS OF SECURITIES ON DEFAULT; SUIT THEREFOR. In case
default shall be made in the payment of (a) any installment of Interest upon any
of the Securities as and when the same shall become due and payable, and such
default shall have continued for a period of thirty (30) days, or (b) the
principal of any of the Securities as and when the same shall have become due
and payable, whether at maturity of the Securities, in connection with any
redemption or repurchase pursuant to Article 14, by declaration or otherwise,
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities, the whole amount that then shall have
become due and payable on all such Securities for principal or Interest, as the
case may be, with interest upon the overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue
installments of Interest at the rate set forth on the Securities for overdue
payments of principal and Interest and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other amounts due the Trustee under Section 6.06. Until such demand by the
Trustee, the Company may pay the principal of and Interest on the Securities to
the registered Securityholders, whether or not the Securities are overdue.

     In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on the Securities wherever situated the monies
adjudged or decreed to be payable.

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Securities under Title
11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Securities, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 5.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
and Interest owing and unpaid in respect of the Securities, and, in case of any
judicial proceedings, to file such proofs of claim

                                       30


and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee and of the Securityholders allowed in such judicial
proceedings relative to the Company or any other obligor on the Securities, its
or their creditors, or its or their property, and to collect and receive any
monies or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of any amounts due the Trustee under
Section 6.06, and to take any other action with respect to such claims,
including participating as a member of any official committee of creditors, as
it reasonably deems necessary or advisable, and, unless prohibited by law or
applicable regulations, any receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, custodian or similar official is hereby authorized
by each of the Securityholders to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
the Securityholders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including counsel fees and
expenses incurred by it up to the date of such distribution. To the extent that
such payment of reasonable compensation, expenses, advances and disbursements
out of the estate in any such proceedings shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, monies, securities and other property which
the Securityholders may be entitled to receive in such proceedings, whether in
liquidation or under any plan of reorganization or arrangement or otherwise.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the holders of the Securities.

     In any proceedings brought by the Trustee (and in any proceedings involving
the interpretation of any provision of this Indenture to which the Trustee shall
be a party) the Trustee shall be held to represent all the holders of the
Securities, and it shall not be necessary to make any holders of the Securities
parties to any such proceedings.

     Section 5.03. APPLICATION OF MONIES COLLECTED BY TRUSTEE. Any monies
collected by the Trustee pursuant to this Article 5 shall be applied in the
following order, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Securities, and stamping
thereon the payment, if only partially paid, and upon surrender thereof, if
fully paid:

     FIRST: To the payment of all amounts due the Trustee under Section 6.06;

                                       31


     SECOND: Subject to the provisions of Article 16, in case the principal of
the outstanding Securities shall not have become due and be unpaid, to the
payment of Interest on the Securities in default in the order of the maturity of
the installments of such Interest, with interest (to the extent that such
interest has been collected by the Trustee) upon the overdue installments of
Interest at the rate set forth on the Securities for overdue payments of
Interest, such payments to be made ratably to the Persons entitled thereto;

     THIRD: Subject to the provisions of Article 16, in case the principal of
the outstanding Securities shall have become due, by declaration or otherwise,
and be unpaid to the payment of the whole amount then owing and unpaid upon the
Securities for principal and Interest, with Interest on the overdue principal
and (to the extent that such Interest has been collected by the Trustee) upon
overdue installments of Interest at the rate set forth on the Securities for
overdue payments of principal and Interest, and in case such monies shall be
insufficient to pay in full the whole amounts so due and unpaid upon the
Securities, then to the payment of such principal and Interest without
preference or priority of principal over Interest, or of Interest over principal
or of any installment of Interest over any other installment of Interest, or of
any Security over any other Security, ratably to the aggregate of such principal
and accrued and unpaid Interest; and

     FOURTH: Subject to the provisions of Article 16, to the payment of the
remainder, if any, to the Company or any other Person lawfully entitled thereto.

     Section 5.04. PROCEEDINGS BY SECURITYHOLDER. No holder of any Security
shall have any right by virtue of or by reference to any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture, or for the appointment of a
receiver, trustee, liquidator, custodian or other similar official, or for any
other remedy hereunder, unless such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, and unless also holders of not less than twenty-five
percent (25%) in aggregate principal amount of the Securities then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable security or indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for sixty (60) days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 5.07; it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security with every other taker and Securityholder and the Trustee, that no one
or more Securityholders shall have any right in any manner whatever by virtue of
or by reference to any provision of this Indenture to affect, disturb or
prejudice the rights of any other Securityholder, or to obtain or seek to

                                       32


obtain priority over or preference to any other Securityholder, or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Securityholders (except as otherwise
provided herein). For the protection and enforcement of this Section 5.04, each
and every Securityholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.

     Notwithstanding any other provision of this Indenture and any provision of
any Security, the right of any holder of any Security to receive payment of the
principal of (including the redemption price upon redemption pursuant to Article
14), and accrued and unpaid Interest on such Security, on or after the
respective due dates expressed in such Security or in the event of redemption,
or to institute suit for the enforcement of any such payment on or after such
respective dates against the Company shall not be impaired or affected without
the consent of such Securityholder.

     Anything in this Indenture or the Securities to the contrary
notwithstanding, the holder of any Security, without the consent of either the
Trustee or the holder of any other Security, in its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of conversion as provided herein.

     Section 5.05. PROCEEDINGS BY TRUSTEE. In case of an Event of Default, the
Trustee may, in its discretion, proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as are
necessary to protect and enforce any of such rights, either by suit in equity or
by action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

     Section 5.06. REMEDIES CUMULATIVE AND CONTINUING. Except as provided in
Section 2.06, all powers and remedies given by this Article 5 to the Trustee or
to the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Securityholders, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any holder of any of the Securities to exercise any right or power
accruing upon any default or Event of Default occurring and continuing as
aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or any acquiescence therein, and, subject to the
provisions of Section 5.04, every power and remedy given by this Article 5 or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

                                       33


     Section 5.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY
OF SECURITYHOLDERS. The holders of a majority in aggregate principal amount of
the Securities at the time outstanding determined in accordance with Section
7.04 shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; PROVIDED that (a) such direction shall not be in
conflict with any rule of law or with this Indenture, (b) the Trustee may take
any other action which is not inconsistent with such direction, (c) the Trustee
may decline to take any action that would benefit some Securityholders to the
detriment of other Securityholders and (d) the Trustee may decline to take any
action that would involve the Trustee in personal liability. The holders of a
majority in aggregate principal amount of the Securities at the time outstanding
determined in accordance with Section 7.04 may, on behalf of the holders of all
of the Securities, waive any past default or Event of Default hereunder and its
consequences except (i) a default in the payment of Interest or the principal of
the Securities, (ii) a failure by the Company to convert any Securities into
Common Stock, (iii) a default in the payment of the redemption price pursuant to
Article 14, (iv) a default in the payment of the repurchase price pursuant to
Article 14 or (v) a default in respect of a covenant or provisions hereof which
under Article 9 cannot be modified or amended without the consent of the holders
of each or all Securities then outstanding or affected thereby. Upon any such
waiver, the Company, the Trustee and the Securityholders shall be restored to
their former positions and rights hereunder; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 5.07, said default or Event of
Default shall for all purposes of the Securities and this Indenture be deemed to
have been cured and to be not continuing; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

     Section 5.08. NOTICE OF DEFAULTS. The Trustee shall, within ninety (90)
days after a Responsible Officer of the Trustee has actual knowledge of the
occurrence of a default, mail to all Securityholders, as the names and addresses
of such Securityholders appear upon the Security Register, notice of all
defaults actually known to a Responsible Officer, unless such defaults shall
have been cured or waived before the giving of such notice; PROVIDED that except
in the case of default in the payment of the principal of or Interest on any of
the Securities, the Trustee shall be protected in withholding such notice if and
so long as a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Securityholders.

     Section 5.09. UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each Securityholder by his acceptance thereof shall be deemed to have
agreed, that any court may, in its discretion, require, in any suit for the

                                       34


enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; PROVIDED that the provisions of this Section 5.09
(to the extent permitted by law) shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than ten percent in principal
amount of the Securities at the time outstanding determined in accordance with
Section 7.04, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or Interest on any Security on or
after the due date expressed in such Security or to any suit for the enforcement
of the right to convert any Security in accordance with the provisions of
Article 15.

                                    ARTICLE 6
                                   THE TRUSTEE

     Section 6.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE. The Trustee, prior to
the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that:

     (a)    prior to the occurrence of an Event of Default and after the curing
or waiving of all Events of Default which may have occurred:

              (i)  the duties and obligations of the Trustee shall be determined
     solely by the express provisions of this Indenture and the Trust Indenture
     Act, and the Trustee shall not be liable except for the performance of such
     duties and obligations as are specifically set forth in this Indenture and
     no implied covenants or obligations shall be read into this Indenture and
     the Trust Indenture Act against the Trustee; and

              (ii) in the absence of bad faith and willful misconduct on the
     part of the Trustee, the Trustee may conclusively rely as to the truth of
     the

                                       35


     statements and the correctness of the opinions expressed therein, upon any
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but, in the case of any such certificates
     or opinions which by any provisions hereof are specifically required to be
     furnished to the Trustee, the Trustee shall be under a duty to examine the
     same to determine whether or not they conform to the requirements of this
     Indenture;

     (b)    the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Officers of the Trustee, unless the
Trustee was negligent in ascertaining the pertinent facts;

     (c)    the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the written direction
of the holders of not less than 25% in principal amount of the Securities at the
time outstanding determined as provided in Section 7.04 relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture;

     (d)    whether or not therein provided, every provision of this Indenture
relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section;

     (e)    the Trustee shall not be liable in respect of any payment (as to the
correctness of amount, entitlement to receive or any other matters relating to
payment) or notice effected by the Company or any paying agent or any records
maintained by any co-registrar with respect to the Securities;

     (f)    if any party fails to deliver a notice relating to an event the fact
of which, pursuant to this Indenture, requires notice to be sent to the Trustee,
the Trustee may conclusively rely on its failure to receive such notice as
reason to act as if no such event occurred; and

     (g)    the Trustee shall not be deemed to have knowledge of any Event of
Default hereunder unless it shall have been notified in writing of such Event of
Default by the Company or the holders of at least 10% in aggregate principal
amount of the Securities.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity reasonably satisfactory to it
against such risk or liability is not reasonably assured to it.

                                       36


     Section 6.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise
provided in Section 6.01:

     (a)    the Trustee may conclusively rely and shall be protected in acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture, note, coupon or other paper or
document (whether in its original or facsimile form) believed by it in good
faith to be genuine and to have been signed or presented by the proper party or
parties;

     (b)    any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the Company;

     (c)    the Trustee may consult with counsel of its own selection and any
advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel;

     (d)    the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity satisfactory to the Trustee against the costs,
expenses and liabilities which may be incurred therein or thereby;

     (e)    the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but the Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;

     (f)    the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed by it with due care
hereunder;

     (g)    the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture;

                                       37


     (h)    the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;

     (i)    the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;

     (j)    any permissive right or authority granted to the Trustee shall not
be construed as a mandatory duty;

     (k)    in no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action; and

     (l)    in no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including,
without limitation strikes, work stoppages, accidents, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God,
and interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.

     Section 6.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Securities (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the accuracy or correctness of the same. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of any Securities or the proceeds of any
Securities authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture.

     Section 6.04. TRUSTEE, PAYING AGENTS, CONVERSION AGENTS OR REGISTRAR MAY
OWN SECURITIES. The Trustee, any paying agent, any conversion agent or Security
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not Trustee,
paying agent, conversion agent or Security Registrar.

                                       38


     Section 6.05. MONIES TO BE HELD IN TRUST. Subject to the provisions of
Section 11.04, all monies received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received. Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
may be agreed in writing from time to time by the Company and the Trustee.

     Section 6.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation for all services rendered by it hereunder in any
capacity (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as mutually agreed to from time
to time in writing between the Company and the Trustee, and the Company will pay
or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from the Trustee's own negligence, willful misconduct,
recklessness or bad faith. The Company also covenants to indemnify the Trustee
and any predecessor Trustee (or any officer, director or employee of the
Trustee), in any capacity under this Indenture and its agents and any
authenticating agent for, and to hold them harmless against, any and all loss,
liability, damage, claim or expense including taxes (other than taxes based on
the income of the Trustee) incurred without negligence, willful misconduct,
recklessness or bad faith on the part of the Trustee or such officers,
directors, employees and agent or authenticating agent, as the case may be, and
arising out of or in connection with the acceptance or administration of this
trust or in any other capacity hereunder, including the costs and expenses of
defending themselves against any claim (whether asserted by the Company, any
Securityholder or any other Person) of liability in connection with the exercise
or performance of any of its or their powers or duties hereunder. The
obligations of the Company under this Section 6.06 to compensate or indemnify
the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances, shall be secured by a lien prior to that of the Securities upon all
property and funds held or collected by the Trustee as such except funds held in
trust for the benefit of the holders of particular Securities. The obligation of
the Company under this Section shall survive the satisfaction and discharge of
this Indenture.

     When the Trustee and its agents and any authenticating agent incur expenses
or render services after an Event of Default specified in Section 5.01(e) or
Section 5.01(f) with respect to the Company occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency or similar laws.

                                       39


     Section 6.07. OFFICERS' CERTIFICATE AS EVIDENCE. Except as otherwise
provided in Section 6.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee.

     Section 6.08. CONFLICTING INTERESTS OF TRUSTEE. If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Trustee shall (i) eliminate such conflicting interest within 90 days, (ii)
apply to the Commission for permission to continue as trustee hereunder or (iii)
resign, in each case to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

     Section 6.09. ELIGIBILITY OF TRUSTEE. There shall at all times be a Trustee
hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000 (or if such Person is a member of a bank holding company system, its
bank holding company shall have a combined capital and surplus of at least
$50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 6.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     Section 6.10. RESIGNATION OR REMOVAL OF TRUSTEE.

     (a)    The Trustee may at any time resign by giving written notice of such
resignation to the Company and to the Securityholders. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment sixty (60) days after the mailing of
such notice of resignation to the Securityholders, the resigning Trustee may,
upon ten (10) Business Days' notice to the Company and the Securityholders,
appoint a successor identified in such notice or may petition, at the expense of
the Company, any court of competent jurisdiction for the appointment of a
successor trustee, or, if any Securityholder who has been a bona fide
Securityholder for at least six (6) months may, subject to the provisions of
Section 5.09, on behalf of

                                       40


himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

     (b)    In case at any time any of the following shall occur:

              (i)    the Trustee shall fail to comply with Section 6.08 after
     written request therefor by the Company or by any Securityholder who has
     been a bona fide Securityholder for at least six (6) months; or

              (ii)   the Trustee shall cease to be eligible in accordance with
     the provisions of Section 6.09 and shall fail to resign after written
     request therefor by the Company or by any such Securityholder; or

              (iii)  the Trustee shall become incapable of acting, or shall be
     adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
     property shall be appointed, or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 5.09, any Securityholder who has been a bona fide
Securityholder for at least six (6) months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee; PROVIDED that
if no successor Trustee shall have been appointed and have accepted appointment
sixty (60) days after either the Company or the Securityholders has removed the
Trustee, or the Trustee resigns, the Trustee so removed may petition, at the
expense of the Company, any court of competent jurisdiction for an appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

     (c)    The holders of a majority in aggregate principal amount of the
Securities at the time outstanding may at any time remove the Trustee and
nominate a successor trustee which shall be deemed appointed as successor
trustee unless, within ten (10) days after notice to the Company of such
nomination, the Company objects thereto, in which case the Trustee so removed or
any Securityholder, or if such Trustee so removed or any Securityholder fails to
act, the Company, upon the terms and conditions and otherwise as in Section
6.10(a) provided, may petition any court of competent jurisdiction for an
appointment of a successor trustee.

                                       41


     (d)    Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.

     (e)    Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 6.06 shall continue for the
benefit of the retiring Trustee.

     Section 6.11. ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee
appointed as provided in Section 6.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amount then due it pursuant to the provisions of Section
6.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or collected by
such trustee as such, except for funds held in trust for the benefit of holders
of particular Securities, to secure any amounts then due it pursuant to the
provisions of Section 6.06.

     No successor trustee shall accept appointment as provided in this Section
6.11 unless, at the time of such acceptance, such successor trustee shall be
qualified under the provisions of Section 6.08 and be eligible under the
provisions of Section 6.09.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 6.11, the Company (or the former trustee, at the written direction of
the Company) shall mail or cause to be mailed notice of the succession of such
trustee hereunder to the Securityholders at their addresses as they shall appear
on the Security Register. If the Company fails to mail such notice within ten
(10) days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

     Section 6.12. SUCCESSION BY MERGER. Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of

                                       42


the corporate trust business of the Trustee (including any trust created by this
Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, PROVIDED that in the case of any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, such
corporation shall be qualified under the provisions of Section 6.08 and eligible
under the provisions of Section 6.09.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee or authenticating agent
appointed by such predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee or any authenticating agent
appointed by such successor trustee may authenticate such Securities in the name
of the successor trustee; and in all such cases such certificates shall have the
full force that is provided in the Securities or in this Indenture; PROVIDED
that the right to adopt the certificate of authentication of any predecessor
Trustee or authenticate Securities in the name of any predecessor Trustee shall
apply only to its successor or successors by merger, conversion or
consolidation.

     Section 6.13. PREFERENTIAL COLLECTION OF CLAIMS. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of the claims against the Company (or any
such other obligor).

     Section 6.14. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY. Any
application by the Trustee for written instructions from the Company (other than
with regard to any action proposed to be taken or omitted to be taken by the
Trustee that affects the rights of the Securityholders or holders of Senior
Indebtedness under this Indenture) may, at the option of the Trustee, set forth
in writing any action proposed to be taken or omitted by the Trustee under this
Indenture and the date on and/or after which such action shall be taken or such
omission shall be effective. The Trustee shall not be liable for any action
taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date
shall not be less than three (3) Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such action
(or the effective date in the case of an omission), the Trustee shall have
received written instructions in response to such application specifying the
action to be taken or omitted.

                                       43


                                    ARTICLE 7
                               THE SECURITYHOLDERS

     Section 7.01. ACTION BY SECURITYHOLDERS. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Securities may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action, the holders
of such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by
Securityholders in person or by agent or proxy appointed in writing, or (b) by
the record of the Securityholders voting in favor thereof at any meeting of
Securityholders duly called and held in accordance with the provisions of
Article 8, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Securityholders. Whenever the Company or the
Trustee solicits the taking of any action by the Securityholders, the Company or
the Trustee may fix in advance of such solicitation, a date as the record date
for determining Securityholders entitled to take such action. The record date
shall be not more than fifteen (15) days prior to the date of commencement of
solicitation of such action.

     Section 7.02. PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the
provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any
instrument by a Securityholder or its agent or proxy shall be sufficient if made
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Securities shall be proved by the registry of such Securities or by a
certificate of the Security Registrar.

     The record of any Securityholders' meeting shall be proved in the manner
provided in Section 8.06.

     Section 7.03. WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the Trustee, any
paying agent, any conversion agent and any Security Registrar may deem the
Person in whose name such Security shall be registered upon the Security
Register to be, and may treat it as, the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon made by any Person other than the Company
or any Security Registrar) for the purpose of receiving payment of or on account
of the principal of and Interest on such Security, for conversion of such
Security and for all other purposes; and neither the Company nor the Trustee nor
any paying agent nor any conversion agent nor any Security Registrar shall be
affected by any notice to the contrary. All such payments so made to any
Securityholder for the time being, or upon his order, shall be valid, and, to
the

                                       44


extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for monies payable upon any such Security.

     Section 7.04. COMPANY-OWNED SECURITIES DISREGARDED. In determining whether
the holders of the requisite aggregate principal amount of Securities have
concurred in any direction, consent, waiver or other action under this
Indenture, Securities which are owned by the Company or any other obligor on the
Securities or any Affiliate of the Company or any other obligor on the
Securities shall be disregarded and deemed not to be outstanding for the purpose
of any such determination; PROVIDED that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, consent, waiver
or other action, only Securities which a Responsible Officer actually knows are
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section 7.04
if the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Securities and that the pledgee is not the Company, any other
obligor on the Securities or any Affiliate of the Company or any such other
obligor. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee. Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Company to be owned or held by or for the account of any of the above
described Persons, and, subject to Section 6.01, the Trustee shall be entitled
to accept such Officers' Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are outstanding
for the purpose of any such determination.

     Section 7.05. REVOCATION OF CONSENTS, FUTURE SECURITYHOLDERS BOUND. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Securities specified in this Indenture in
connection with such action, any holder of a Security which is shown by the
evidence to be included in the Securities the holders of which have consented to
such action may, by filing written notice with the Trustee at its Corporate
Trust Office and upon proof of holding as provided in Section 7.02, revoke such
action so far as concerns such Security. Except as aforesaid, any such action
taken by the holder of any Security shall be conclusive and binding upon such
Securityholder and upon all future Securityholders and owners of such Security
and of any Securities issued in exchange or substitution therefor, irrespective
of whether any notation in regard thereto is made upon such Security or any
Security issued in exchange or substitution therefor.

                                       45


                                    ARTICLE 8
                           MEETINGS OF SECURITYHOLDERS

     Section 8.01. PURPOSE OF MEETINGS. A meeting of Securityholders may be
called at any time and from time to time pursuant to the provisions of this
Article 8 for any of the following purposes:

              (1)  to give any notice to the Company or to the Trustee or to
     give any directions to the Trustee permitted under this Indenture, or to
     consent to the waiving of any default or Event of Default hereunder and its
     consequences, or to take any other action authorized to be taken by
     Securityholders pursuant to any of the provisions of Article 5;

              (2)  to remove the Trustee and nominate a successor trustee
     pursuant to the provisions of Article 6;

              (3)  to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 9.02; or

              (4)  to take any other action authorized to be taken by or on
     behalf of the holders of any specified aggregate principal amount of the
     Securities under any other provision of this Indenture or under applicable
     law.

     Section 8.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call
a meeting of Securityholders to take any action specified in Section 8.01, to be
held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Securityholders, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting and the establishment of any record date pursuant to Section 7.01, shall
be mailed to Securityholders at their addresses as they shall appear on the
Security Register. Such notice shall also be mailed to the Company. Such notices
shall be mailed not less than twenty (20) nor more than ninety (90) days prior
to the date fixed for the meeting.

     Any meeting of Securityholders shall be valid without notice if the holders
of all Securities then outstanding are present in person or by proxy or if
notice is waived before or after the meeting by the holders of all Securities
outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

     Section 8.03. CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS. In case at
any time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least ten percent (10%) in aggregate principal amount of the
Securities then outstanding, shall have requested the Trustee to call a meeting
of

                                       46


Securityholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within twenty (20) days after receipt of such
request, then the Company or such Securityholders may determine the time and the
place for such meeting and may call such meeting to take any action authorized
in Section 8.01, by mailing notice thereof as provided in Section 8.02.

     Section 8.04. QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meeting of Securityholders a person shall (a) be a holder of one or more
Securities on the record date pertaining to such meeting or (b) be a person
appointed by an instrument in writing as proxy by a holder of one or more
Securities on the record date pertaining to such meeting. The only persons who
shall be entitled to be present or to speak at any meeting of Securityholders
shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

     Section 8.05. REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the holders of a majority
in principal amount of the Securities represented at the meeting and entitled to
vote at the meeting.

     Subject to the provisions of Section 7.04, at any meeting each
Securityholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Securities held or represented by him; PROVIDED that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not outstanding and ruled by the chairman of the meeting to be not outstanding.
The chairman of the meeting shall have no right to vote other than by virtue of
Securities held by him or instruments in writing as aforesaid duly designating
him as the proxy to vote on behalf of other Securityholders. Any meeting of
Securityholders duly called pursuant to the provisions of Section 8.02 or 8.03
may be adjourned from time to time by the holders of a majority of the aggregate
principal amount of Securities represented at the meeting, whether or not

                                       47


constituting a quorum, and the meeting may be held as so adjourned without
further notice.

     Section 8.06. VOTING. The vote upon any resolution submitted to any meeting
of Securityholders shall be by written ballot on which shall be subscribed the
signatures of the Securityholders or of their representatives by proxy and the
outstanding principal amount of the Securities held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02. The record shall show the principal amount of the
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

     Section 8.07. NO DELAY OF RIGHTS BY MEETING. Nothing contained in this
Article 8 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Securityholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the
Securityholders under any of the provisions of this Indenture or of the
Securities.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     Section 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.
The Company, when authorized by the resolutions of the Board of Directors, and
the Trustee may, from time to time, and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

     (a)    make provision with respect to the conversion rights of the
Securityholders pursuant to the requirements of Section 15.06 and the repurchase
obligations of the Company pursuant to the requirements of Section 14.05(e);

                                       48


     (b)    subject to Article 16, to convey, transfer, assign, mortgage or
pledge to the Trustee as security for the Securities, any property or assets;

     (c)    to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article 10;

     (d)    to add to the covenants of the Company such further covenants,
restrictions or conditions as the Board of Directors and the Trustee shall
consider to be for the benefit of the Securityholders, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions or conditions a default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; PROVIDED that in respect of any
such additional covenant, restriction or condition, such supplemental indenture
may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default;

     (e)    to provide for the issuance under this Indenture of Securities in
coupon form (including Securities registrable as to principal only) and to
provide for exchangeability of such Securities with the Securities issued
hereunder in fully registered form and to make all appropriate changes for such
purpose;

     (f)    to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture that may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture that shall not materially adversely affect the
interests of the Securityholders;

     (g)    to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Securities; or

     (h)    to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualifications of this Indenture
under the Trust Indenture Act, or under any similar federal statute hereafter
enacted.

     Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture, the Trustee
is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and

                                       49


stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, PROVIDED that the Trustee
shall not be obligated to, but may in its discretion, enter into any
supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

     Notwithstanding any other provision of the Indenture or the Securities, the
Registration Rights Agreement and the obligation to pay Additional Interest
thereunder may only be amended, modified or waived in accordance with the
provisions of the Registration Rights Agreement.

     Section 9.02. SUPPLEMENTAL INDENTURE WITH CONSENT OF SECURITYHOLDERS. With
the consent (evidenced as provided in Article 7) of the holders of at least a
majority in aggregate principal amount of the Securities at the time
outstanding, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or any supplemental indenture or of modifying in any manner the
rights of the Securityholders; PROVIDED that no such supplemental indenture
shall (i) extend the fixed maturity of any Security, or reduce the rate or
extend the time of payment of Interest thereon, or reduce the principal amount
thereof or reduce any amount payable on redemption or repurchase thereof, or
change the obligation of the Company to redeem any Security on a redemption date
in a manner adverse to the Securityholders, or change the obligation of the
Company to repurchase any Security at the option of a Securityholder on a
Repurchase Date in a manner adverse to the Securityholders, or change the
obligation of the Company to repurchase any Security upon the happening of a
Designated Event in a manner adverse to the Securityholders, or impair the right
of any Securityholder to institute suit for the payment thereof, or make the
principal thereof or Interest payable in any coin or currency other than that
provided in the Securities, or impair the right to convert the Securities into
Common Stock or reduce the number of shares of Common Stock or any other
property receivable by a Securityholder upon conversion subject to the terms set
forth herein, including Section 15.06, or modify the provisions of this
Indenture with respect to the subordination of Securities in a manner adverse to
the Securityholders in any material respect, in each case, without the consent
of the holder of each Security so affected, or modify any of the provisions of
this Section 9.02 or Section 5.07, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the holder

                                       50


of each Security so affected, or change any obligation of the Company to
maintain an office or agency in the places and for the purposes set forth in
Section 3.02, or reduce the quorum or voting requirements set forth in Article 8
or (ii) reduce the aforesaid percentage of Securities, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of all Securities then outstanding.

     Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Securityholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Section 9.03. EFFECT OF SUPPLEMENTAL INDENTURE. Any supplemental indenture
executed pursuant to the provisions of this Article 9 shall comply with the
Trust Indenture Act, as then in effect, PROVIDED that this Section 9.03 shall
not require such supplemental indenture or the Trustee to be qualified under the
Trust Indenture Act prior to the time such qualification is in fact required
under the terms of the Trust Indenture Act or the Indenture has been qualified
under the Trust Indenture Act, nor shall it constitute any admission or
acknowledgment by any party to such supplemental indenture that any such
qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 9, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Securityholders shall
thereafter be determined, exercised and enforced hereunder, subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     Section 9.04. NOTATION ON SECURITIES. Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 9 may bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company or

                                       51


the Trustee shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may, at the Company's
expense, be prepared and executed by the Company, authenticated by the Trustee
(or an authenticating agent duly appointed by the Trustee pursuant to Section
13.11) and delivered in exchange for the Securities then outstanding, upon
surrender of such Securities then outstanding.

     Section 9.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TO TRUSTEE. Prior to entering into any supplemental indenture, the
Trustee shall be provided with an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article 9 and is otherwise
authorized or permitted by this Indenture.

                                   ARTICLE 10
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     Section 10.01. COMPANY MAY CONSOLIDATE ON CERTAIN TERMS. Subject to the
provisions of Section 10.02, the Company shall not consolidate or merge with or
into any other Person or Persons (whether or not affiliated with the Company),
nor shall the Company or its successor or successors be a party or parties to
successive consolidations or mergers, nor shall the Company sell, convey,
transfer or lease the property and assets of the Company substantially as an
entirety, to any other Person (whether or not affiliated with the Company),
unless: (i) the Company is the surviving Person, or the resulting, surviving or
transferee Person is a corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia; (ii)
upon any such consolidation, merger, sale, conveyance, transfer or lease, the
due and punctual payment of the principal of and Interest on all of the
Securities, according to their tenor and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company, shall be expressly assumed, by supplemental indenture
satisfactory in form and substance to the Trustee, executed and delivered to the
Trustee by the Person (if other than the Company and other than a Person who is
a successor to the Company's obligations hereunder and under the Security by
operation of law) formed by such consolidation, or into which the Company shall
have been merged, or by the Person that shall have acquired or leased such
property, and such supplemental indenture shall provide for the applicable
conversion rights set forth in Section 15.06; (iii) immediately after giving
effect to the transaction described above, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and (iv) the Company shall have delivered
to the Trustee an Officers

                                       52


Certificate and an Opinion of Counsel each stating that the transaction complies
with the requirements of this Section 10.01.

     Section 10.02. SUCCESSOR TO BE SUBSTITUTED. In case of any such
consolidation, merger, sale, conveyance, transfer or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and Interest on all of the Securities and
the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Company, such successor Person shall succeed to
and be substituted for the Company, with the same effect as if it had been named
herein as the Company. Such successor Person thereupon may cause to be signed,
and may issue either in its own name or in the name of Andrew Corporation any or
all of the Securities, issuable hereunder that theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor Person instead of the Company and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver, or cause to be authenticated and delivered, any Securities that
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Securities that such successor Person
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof. In the
event of any such consolidation, merger, sale, conveyance, transfer or lease,
the Person named as the "COMPANY" in the first paragraph of this Indenture or
any successor that shall thereafter have become such in the manner prescribed in
this Article 10 may be dissolved, wound up and liquidated at any time thereafter
and such Person shall be released from its liabilities as obligor and maker of
the Securities and from its obligations under this Indenture.

     In case of any such consolidation, merger, sale, conveyance, transfer or
lease, such changes in phraseology and form (but not in substance) may be made
in the Securities thereafter to be issued as may be appropriate.

     Section 10.03. OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE. The Trustee shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
lease and any such assumption complies with the provisions of this Article 10.

                                       53


                                   ARTICLE 11
                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 11.01. DISCHARGE OF INDENTURE. When (a) the Company shall deliver
to the Trustee for cancellation all Securities theretofore authenticated (other
than any Securities that have been destroyed, lost or stolen and in lieu of or
in substitution for which other Securities shall have been authenticated and
delivered) and not theretofore canceled, or (b) all the Securities not
theretofore canceled or delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit with the Trustee, in trust, $US funds sufficient to pay at
maturity or upon redemption of all of the Securities (other than any Securities
that shall have been mutilated, destroyed, lost or stolen and in lieu of or in
substitution for which other Securities shall have been authenticated and
delivered) not theretofore canceled or delivered to the Trustee for
cancellation, including principal and Interest due or to become due to such date
of maturity or redemption date, as the case may be, accompanied by a
verification report, as to the sufficiency of the deposited amount, from an
independent certified accountant or other financial professional satisfactory to
the Trustee, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company, including without limitation sums payable
to the Trustee for its costs and expenses, then this Indenture shall cease to be
of further effect (except as to (i) remaining rights of registration of
transfer, substitution and exchange and conversion of Securities, (ii) rights
hereunder of Securityholders to receive payments of principal of and Interest
on, the Securities and the other rights, duties and obligations of
Securityholders, as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee and (iii) the rights, obligations and immunities of
the Trustee hereunder), and the Trustee, on written demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel as required by
Section 13.05 and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture; the
Company, however, hereby agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities.

     Section 11.02. DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE. Subject to
Section 11.04 and the subordination provisions in Article 16, all monies
deposited with the Trustee pursuant to Section 11.01, shall be held in trust for
the sole benefit of the Securityholders, and such monies shall be applied by the
Trustee to the payment, either directly or through any paying agent (including
the Company if acting as its own paying agent), to the holders of the particular
Securities for the payment or redemption of which such monies have been

                                       54


deposited with the Trustee, of all sums due and to become due thereon for
principal and interest.

     Section 11.03. PAYING AGENT TO REPAY MONIES HELD. Upon the satisfaction and
discharge of this Indenture, all monies then held by any paying agent of the
Securities (other than the Trustee) shall, upon written request of the Company,
be repaid to it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such monies.

     Section 11.04. RETURN OF UNCLAIMED MONIES. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of Interest on Securities and not applied but remaining unclaimed
by the holders of Securities for two years after the date upon which the
principal of Interest on such Securities, as the case may be, shall have become
due and payable, shall be repaid to the Company by the Trustee on demand and all
liability of the Trustee shall thereupon cease with respect to such monies; and
the holder of any of the Securities shall thereafter look only to the Company
for any payment that such holder may be entitled to collect unless an applicable
abandoned property law designates another Person.

     Section 11.05. REINSTATEMENT. If the Trustee or the paying agent is unable
to apply any money in accordance with Section 11.02 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 11.01 until such time as the Trustee or
the paying agent is permitted to apply all such money in accordance with Section
11.02; PROVIDED that if the Company makes any payment of Interest on or
principal of any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of such Securities to
receive such payment from the money held by the Trustee or paying agent.

                                   ARTICLE 12
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     Section 12.01. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS. No
recourse for the payment of the principal of, or Interest on any Security, or
for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in this
Indenture or in any supplemental indenture or in any Security, or because of the
creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer, director or subsidiary, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any

                                       55


constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Securities.

                                   ARTICLE 13
                               GENERAL PROVISIONS

     Section 13.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

     Section 13.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any Person that shall at the time be the lawful sole successor of the
Company.

     Section 13.03. ADDRESSES FOR NOTICES, ETC. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Securityholders on the Company shall be deemed to have
been sufficiently given or made, for all purposes, if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows: to Andrew
Corporation, 10500 W. 153rd Street, Orland Park, Illinois 60462 USA, Telecopier
No.: (708)-349-5287, Attention: Treasurer. Any notice, direction, request or
demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or served by being
deposited, postage prepaid, by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows: BNY Midwest
Trust Company, 2 N. LaSalle St., Suite 1020, Chicago IL 60602 Attention:
Corporate Trust Administration, with a copy to The Bank of New York, 101 Barclay
Street, New York NY 10286, Attention: Corporate Trust Administration.

     The Trustee, by notice to the Company, may designate additional or
different addresses for subsequent notices or communications.

     Any notice or communication mailed to a Securityholder shall be mailed to
him by first class mail, postage prepaid, at his address as it appears on the
Security Register and shall be sufficiently given to him if so mailed within the
time prescribed.

                                       56


     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

     Section 13.04. GOVERNING LAW. This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of laws principles thereof.

     Section 13.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT,
CERTIFICATES TO TRUSTEE. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include: (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Section 13.06. LEGAL HOLIDAYS. In any case in which the date of maturity of
interest on or principal of the Securities, the redemption date or the
repurchase date of any Security will not be a Business Day, then payment of such
interest on or principal of the Securities need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on the date of maturity, the redemption date or the repurchase date,
and no interest shall accrue for the period from and after such date.

     Section 13.07. TRUST INDENTURE ACT. This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
PROVIDED that unless otherwise required by law, notwithstanding the foregoing,
this Indenture and the Securities issued hereunder shall not be subject to the
provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the

                                       57


Trust Indenture Act as now in effect or as hereafter amended or modified;
PROVIDED FURTHER that this Section 13.07 shall not require this Indenture or the
Trustee to be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act,
nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in an indenture qualified under the
Trust Indenture Act, such required provision shall control.

     Section 13.08. NO SECURITY INTEREST CREATED. Nothing in this Indenture or
in the Securities, expressed or implied, shall be construed to constitute a
security interest under the Uniform Commercial Code or similar legislation, as
now or hereafter enacted and in effect, in any jurisdiction in which property of
the Company or its subsidiaries is located.

     Section 13.09. BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto, any paying agent, any authenticating agent, any Security Registrar and
their successors hereunder and the Securityholders any benefit or any legal or
equitable right, remedy or claim under this Indenture.

     Section 13.10. TABLE OF CONTENTS, HEADINGS. The table of contents and the
titles and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

     Section 13.11. AUTHENTICATING AGENT. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Securities in connection
with the original issuance thereof and transfers and exchanges of Securities
hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 14.03 and 14.05, as
fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and
deliver Securities. For all purposes of this Indenture, the authentication and
delivery of Securities by the authenticating agent shall be deemed to be
authentication and delivery of such Securities "by the Trustee" and a
certificate of authentication executed on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any requirement hereunder or in
the Securities for the Trustee's certificate of authentication. Such
authenticating agent shall at all times be a Person eligible to serve as trustee
hereunder pursuant to Section 6.09.

     Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from

                                       58


any merger, consolidation or conversion to which any authenticating agent shall
be a party, or any corporation succeeding to the corporate trust business of any
authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 13.11, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

     Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
shall either promptly appoint a successor authenticating agent or itself assume
the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all Securityholders as the names and
addresses of such Securityholders appear on the Security Register.

     The Company agrees to pay to the authenticating agent from time to time
such reasonable compensation for its services as shall be agreed upon in writing
between the Company and the authenticating agent.

     The provisions of Sections 6.02, 6.03, 6.04 and 7.03 and this Section 13.11
shall be applicable to any authenticating agent.

     Section 13.12. EXECUTION IN COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     Section 13.13. SEVERABILITY. In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                                   ARTICLE 14
                     REDEMPTION AND REPURCHASE OF SECURITIES

     Section 14.01. REDEMPTION OF SECURITIES. The Company may not redeem any
Securities prior to August 20, 2008. At any time on or after August 20, 2008 and
prior to maturity, the Securities may be redeemed at the option of the Company,
in whole or in part, upon notice as set forth in Section 14.02, at a

                                       59


redemption price equal to 100% of the principal amount of the Securities being
redeemed, together with accrued and unpaid Interest, if any, to, but excluding,
the date fixed for redemption; PROVIDED that if the redemption date falls after
a record date and on or prior to the corresponding interest payment date, then
the Interest payable on such interest payment date shall be paid to the holders
of record of such Securities on the applicable record date instead of the
holders surrendering such Securities for redemption on such date.

     Section 14.02. NOTICE OF OPTIONAL REDEMPTION; SELECTION OF SECURITIES. In
case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Securities pursuant to Section 14.01, it shall fix
a date for redemption and it or, at its written request received by the Trustee
not fewer than forty-five (45) days prior (or such shorter period of time as may
be acceptable to the Trustee) to the date fixed for redemption, the Trustee in
the name of and at the expense of the Company, shall mail or cause to be mailed
a notice of such redemption not fewer than thirty (30) nor more than sixty (60)
days prior to the redemption date to each Securityholder to be redeemed as a
whole or in part at its last address as the same appears on the Security
Register; PROVIDED that if the Company shall give such notice, it shall also
give written notice of the redemption date to the Trustee. Such mailing shall be
by first class mail. The notice, if mailed in the manner herein provided, shall
be conclusively presumed to have been duly given, whether or not the
Securityholder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security. Concurrently with the
mailing of any such notice of redemption, the Company shall issue a press
release announcing such redemption, the form and content of which press release
shall be determined by the Company in its sole discretion. The failure to issue
any such press release or any defect therein shall not affect the validity of
the redemption notice or any of the proceedings for the redemption of any
Security called for redemption.

     Each such notice of redemption shall specify the aggregate principal amount
of Securities to be redeemed, the CUSIP number or numbers of the Securities
being redeemed, the date fixed for redemption (which shall be a Business Day),
the redemption price at which Securities are to be redeemed, the place or places
of payment, that payment will be made upon presentation and surrender of such
Securities, that Interest accrued and unpaid to the date fixed for redemption
will be paid as specified in said notice, and that on and after said date
Interest thereon or on the portion thereof to be redeemed will cease to accrue.
Such notice shall also state the current Conversion Rate and the date on which
the right to convert such Securities or portions thereof into Common Stock will
expire. If fewer than all the Securities are to be redeemed, the notice of
redemption shall identify the Securities to be redeemed (including CUSIP
numbers, if any). In case any Security is to be redeemed in part only, the
notice

                                       60


of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that, on and after the redemption date, upon surrender
of such Security, a new Security or Securities in principal amount equal to the
unredeemed portion thereof will be issued.

     Prior to 10:00 a.m. (New York City time) on the redemption date specified
in the notice of redemption given as provided in this Section 14.02, the Company
will deposit with the Trustee or with one or more paying agents (or, if the
Company is acting as its own paying agent, set aside, segregate and hold in
trust as provided in Section 3.04) an amount of money in immediately available
funds sufficient to redeem all the Securities (or portions thereof) so called
for redemption (other than those theretofore surrendered for conversion into
Common Stock) at the appropriate redemption price, together with accrued and
unpaid Interest to, but excluding, the redemption date. The Company shall be
entitled to retain any interest, yield or gain on amounts deposited with the
Trustee or any paying agent pursuant to this Section 14.02 in excess of amounts
required hereunder to pay the redemption price and accrued and unpaid Interest
to, but excluding, the redemption date. If any Security called for redemption is
converted pursuant hereto prior to such redemption date, any money deposited
with the Trustee or any paying agent or so segregated and held in trust for the
redemption of such Security shall be paid to the Company upon its written
request, or, if then held by the Company, shall be discharged from such trust.
Whenever any Securities are to be redeemed, the Company will give the Trustee
written notice in the form of an Officers' Certificate not fewer than forty-five
(45) days (or such shorter period of time as may be acceptable to the Trustee)
prior to the redemption date as to the aggregate principal amount of Securities
to be redeemed.

     If less than all of the outstanding Securities are to be redeemed, the
Trustee shall select the Securities or portions of the Global Security or the
Securities in certificated form to be redeemed (in principal amounts of $1,000
or multiples thereof) by lot, on a pro rata basis or by another method the
Trustee deems fair and appropriate. If any Security selected for partial
redemption is submitted for conversion in part after such selection, the portion
of such Security submitted for conversion shall be deemed (so far as may be
possible) to be the portion to be selected for redemption. The Securities (or
portions thereof) so selected shall be deemed duly selected for redemption for
all purposes hereof, notwithstanding that any such Security is submitted for
conversion in part before the mailing of the notice of redemption.

     Upon any redemption of less than all of the outstanding Securities, the
Company and the Trustee may (but need not), solely for purposes of determining
the pro rata allocation among such Securities as are unconverted and outstanding
at the time of redemption, treat as outstanding any Securities surrendered for
conversion during the period of fifteen (15) days next preceding the mailing of
a

                                       61


notice of redemption and may (but need not) treat as outstanding any Security
authenticated and delivered during such period in exchange for the unconverted
portion of any Security converted in part during such period.

     Section 14.03. PAYMENT OF SECURITIES CALLED FOR REDEMPTION BY THE COMPANY.
If notice of redemption has been given as provided in Section 14.02, the
Securities or portion of Securities with respect to which such notice has been
given shall, unless converted into Common Stock pursuant to the terms hereof,
become due and payable on the date fixed for redemption and at the place or
places stated in such notice at the applicable redemption price, together with
Interest accrued and unpaid to (but excluding) the redemption date, and on and
after said date (unless the Company shall default in the payment of such
Securities at the redemption price, together with Interest accrued and unpaid to
said date) Interest on the Securities or portion of Securities so called for
redemption shall cease to accrue and, after the close of business on the
Business Day immediately preceding the redemption date (unless the Company shall
default in the payment of such Securities at the redemption price, together with
Interest accrued and unpaid to said date) such Securities shall cease to be
convertible into Common Stock and, except as provided in Section 6.05 and
Section 11.04, to be entitled to any benefit or security under this Indenture,
and the Securityholders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
Interest to (but excluding) the redemption date. On presentation and surrender
of such Securities at a place of payment in said notice specified, the said
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with Interest accrued and
unpaid thereon to, but excluding, the redemption date; PROVIDED that if the
redemption date falls after a record date and on or prior to the corresponding
interest payment date, then the Interest payable on such interest payment date
shall be paid to the holders of record of such Securities on the applicable
record date instead of the holders surrendering such Securities for redemption
on such date.

     Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Company, a new Security or Securities,
of authorized denominations, in principal amount equal to the unredeemed portion
of the Securities so presented.

     Notwithstanding the foregoing, the Trustee shall not redeem any Securities
or mail any notice of redemption during the continuance of a default in payment
of Interest on the Securities, of which the Trustee has knowledge or has
received notice as provided in this Indenture. If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid or duly provided for, bear interest from the
redemption date at a rate equal to rate set forth in the Security for overdue
payments of principal and such Security

                                       62


shall remain convertible into Common Stock until the principal and Interest
shall have been paid or duly provided for.

     Section 14.04. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION. In connection
with any redemption of Securities, the Company may arrange for the purchase and
conversion of any Securities by an agreement with one or more investment banks
or other purchasers to purchase such Securities by paying to the Trustee in
trust for the Securityholders, on or before the date fixed for redemption, an
amount not less than the applicable redemption price, together with Interest
accrued to, but excluding, the date fixed for redemption, of such Securities.
Notwithstanding anything to the contrary contained in this Article 14, the
obligation of the Company to pay the redemption price of such Securities,
together with Interest accrued to, but excluding, the date fixed for redemption,
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers. If such an agreement is entered into, a copy of which
will be filed with the Trustee prior to the date fixed for redemption, any
Securities not duly surrendered for conversion by the holders thereof may, at
the option of the Company, be deemed, to the fullest extent permitted by law,
acquired by such purchasers from such Securityholders and (notwithstanding
anything to the contrary contained in Article 15) surrendered by such purchasers
for conversion, all as of immediately prior to the close of business on the date
fixed for redemption (and the right to convert any such Securities shall be
extended through such time), subject to payment of the above amount as
aforesaid. At the direction of the Company, the Trustee shall hold and dispose
of any such amount paid to it in the same manner as it would monies deposited
with it by the Company for the redemption of Securities. Without the Trustee's
prior written consent, no arrangement between the Company and such purchasers
for the purchase and conversion of any Securities shall increase or otherwise
affect any of the powers, duties, responsibilities or obligations of the Trustee
as set forth in this Indenture.

     Section 14.05. REPURCHASE AT OPTION OF SECURITYHOLDERS UPON A DESIGNATED
EVENT. (a) If there shall occur a Designated Event at any time prior to maturity
of the Securities, then each Securityholder shall have the right, at such
Securityholder's option, to require the Company to repurchase all of such
Securityholder's Securities, or any portion thereof that is a multiple of $1,000
principal amount, as of the date (the "DESIGNATED EVENT REPURCHASE DATE")
specified by the Company that is not less than twenty (20) Business Days and not
more than thirty-five (35) Business Days after the date of the Designated Event
Notice (as defined in Section 14.05(b)) with respect to such Designated Event at
a repurchase price equal to 100% of the principal amount thereof, together with
accrued and unpaid Interest to, but excluding, the Designated Event Repurchase
Date; PROVIDED that if such Designated Event Repurchase Date falls after a
record date and on or prior to the corresponding interest payment date, then the
interest payable on such interest payment date shall be paid to the holders of
record of the Securities on the applicable record date instead of the holders
surrendering the

                                       63


Securities for repurchase on such date. Repurchases of Securities under this
Section 14.05 shall be made, at the option of the holder thereof, upon:

              (i)    delivery to the Trustee (or other paying agent appointed by
     the Company) by a Securityholder of a duly completed notice (the
     "DESIGNATED EVENT REPURCHASE NOTICE") in the form set forth on the reverse
     of the Security prior to the close of business on the Designated Event
     Repurchase Date; and

              (ii)   delivery or book-entry transfer of the Securities to the
     Trustee (or other paying agent appointed by the Company) at any time after
     delivery of the Designated Event Repurchase Notice (together with all
     necessary endorsements) at the Corporate Trust Office of the Trustee (or
     other paying agent appointed by the Company) in the Borough of Manhattan as
     provided in Section 3.02, such delivery being a condition to receipt by the
     Securityholder of the repurchase price therefor; PROVIDED that such
     repurchase price shall be so paid pursuant to this Section 14.05 only if
     the Security so delivered to the Trustee (or other paying agent appointed
     by the Company) shall conform in all respects to the description thereof in
     the related Designated Event Repurchase Notice.

     The Company shall purchase from the Securityholder, pursuant to this
Section 14.05, a portion of a Security, if the principal amount of such portion
is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply
to the purchase of all of a Security also apply to the purchase of such portion
of such Security.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 14.05 shall be consummated by the delivery of the consideration to be
received by the holder promptly following the later of the Designated Event
Repurchase Date and the time of the book entry transfer or delivery of the
Security.

     Notwithstanding anything herein to the contrary, any Securityholder
delivering to the Trustee (or other paying agent appointed by the Company) the
Designated Event Repurchase Notice contemplated by this Section 14.05 shall have
the right to withdraw such Designated Event Repurchase Notice at any time prior
to the close of business on the Designated Event Repurchase Date by delivery of
a written notice of withdrawal to the Trustee (or other paying agent appointed
by the Company) in accordance with Section 14.05(c) below.

     The Trustee (or other paying agent appointed by the Company) shall promptly
notify the Company of the receipt by it of any Designated Event Repurchase
Notice or written notice of withdrawal thereof.

                                       64


     (b)    On or before the fifteenth day after the occurrence of a Designated
Event, the Company or at its written request (which must be received by the
Trustee at least five (5) Business Days prior to the date the Trustee is
requested to give notice as described below, unless the Trustee shall agree in
writing to a shorter period), the Trustee, in the name of and at the expense of
the Company, shall mail or cause to be mailed to all holders of record on the
date of the Designated Event a notice (the "DESIGNATED EVENT NOTICE") of the
occurrence of such Designated Event and of the repurchase right at the option of
the Securityholders arising as a result thereof. Such mailing shall be by first
class mail. If the Company shall give such notice, the Company shall also
deliver a copy of the Designated Event Company Notice to the Trustee at such
time as it is mailed to Securityholders. Concurrently with the mailing of any
Designated Event Notice, the Company shall issue a press release announcing such
Designated Event referred to in the Designated Event Notice, the form and
content of which press release shall be determined by the Company in its sole
discretion. The failure to issue any such press release or any defect therein
shall not affect the validity of the Designated Event Notice or any proceedings
for the repurchase of any Security which any Securityholder may elect to have
the Company repurchase as provided in this Section 14.05.

     Each Designated Event Notice shall specify the circumstances constituting
the Designated Event, the Designated Event Repurchase Date, the price at which
the Company shall be obligated to repurchase Securities, that the Securityholder
must exercise the repurchase right on or prior to the close of business on the
Designated Event Repurchase Date (the "DESIGNATED EVENT EXPIRATION TIME"), that
the Securityholder shall have the right to withdraw any Securities surrendered
prior to the Designated Event Expiration Time, a description of the procedure
which a Securityholder must follow to exercise such repurchase right and to
withdraw any surrendered Securities, the place or places where the
Securityholder is to surrender such Securityholder's Securities, the amount of
Interest accrued and unpaid on each Security to the Designated Event Repurchase
Date and the CUSIP number or numbers of the Securities (if then generally in
use) and include a form of Designated Event Repurchase Notice.

     No failure of the Company to give the foregoing notices and no defect
therein shall limit the Securityholders' repurchase rights or affect the
validity of the proceedings for the repurchase of the Securities pursuant to
this Section 14.05.

     (c)    A Designated Event Repurchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Trustee (or other
paying agent appointed by the Company) in accordance with the Designated Event
Repurchase Notice at any time prior to the close of business on the Designated
Event Repurchase Date, specifying:

                                       65


              (i)    the certificate number, if any, of the Security in respect
     of which such notice of withdrawal is being submitted, or the appropriate
     Depositary information if the Security in respect of which such notice of
     withdrawal is being submitted is represented by a Global Security,

              (ii)   the principal amount of the Security with respect to which
     such notice of withdrawal is being submitted, and

              (iii)  the principal amount, if any, of such Security which
     remains subject to the original Designated Event Repurchase Notice and
     which has been or will be delivered for purchase by the Company.

     (d)    Prior to 10:00 a.m. (New York City time) on the Designated Event
Repurchase Date, the Company will deposit with the Trustee (or other paying
agent appointed by the Company or if the Company is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.04) an
amount of money sufficient to repurchase on the Designated Event Repurchase Date
all the Securities to be repurchased on such date at the appropriate repurchase
price, together with accrued and unpaid Interest to, but excluding, the
Designated Event Repurchase Date. Subject to receipt of funds by the Trustee (or
other paying agent appointed by the Company), payment for Securities surrendered
for repurchase (and not withdrawn) prior to the Designated Event Expiration Time
will be made promptly (but in no event more than five (5) Business Days)
following the later of (x) the Designated Event Repurchase Date with respect to
such Security (PROVIDED the Securityholder has satisfied the conditions in this
Section 14.05) and (y) the time of delivery of such Security to the Trustee (or
other paying agent appointed by the Company) by the Securityholder thereof in
the manner required by this Section 14.05) by mailing checks for the amount
payable to the Securityholders entitled thereto as they shall appear in the
Security Register.

     If the Trustee (or other paying agent appointed by the Company) holds money
sufficient to repurchase on the Designated Event Repurchase Date all the
Securities or portions thereof that are to be purchased as of the Designated
Event Repurchase Date, then as of the Designated Event Repurchase Date: (i) the
Securities will cease to be outstanding, (ii) Interest on the Securities will
cease to accrue, and (iii) all other rights of the holders of such Securities
will terminate, whether or not book-entry transfer of the Securities has been
made or the Securities have been delivered to the Trustee or paying agent, other
than the right to receive the repurchase price upon delivery of the Securities.

     (e)    In the case of a reclassification, change, consolidation, merger,
combination, sale or conveyance to which Section 15.06 applies, in which the
Common Stock of the Company is changed or exchanged as a result into the right
to receive stock, securities or other property or assets (including cash), which

                                       66


includes shares of Common Stock of the Company or shares of common stock of
another Person that are, or upon issuance will be, traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such stock, securities or other property or
assets (including cash) (as determined by the Company, which determination shall
be conclusive and binding), then the Person formed by such consolidation or
resulting from such merger or which acquires such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture (accompanied
by an Opinion of Counsel that such supplemental indenture complies with the
Indenture and the Trust Indenture Act as in force at the date of execution of
such supplemental indenture) modifying the provisions of this Indenture relating
to the right of Securityholders to cause the Company to repurchase the
Securities following a Designated Event, including without limitation the
applicable provisions of this Section 14.05 and the definitions of Common Stock
and Designated Event, as appropriate, as determined in good faith by the Company
(which determination shall be conclusive and binding), to make such provisions
apply to such other Person if different from the Company and the common stock
issued by such Person (in lieu of the Company and the Common Stock of the
Company).

     (f)    The Company will comply with the provisions of Rule 13e-4 and any
other tender offer rules under the Exchange Act to the extent then applicable in
connection with the repurchase rights of the Securityholders in the event of a
Designated Event.

     Section 14.06. REPURCHASE OF SECURITIES BY THE COMPANY AT OPTION OF THE
SECURITYHOLDER. Securities shall be purchased by the Company pursuant to the
terms of the Securities at the option of the Securityholder on August 15, 2008
(the "REPURCHASE DATE"), at a repurchase price of 100% of the principal amount,
plus any accrued and unpaid Interest to, but excluding, the Repurchase Date,
subject to the provisions of Section 14.07; PROVIDED that no Securities may be
repurchased by the Company pursuant to this Section 14.06 if the principal
amount of the Securities has been accelerated and such acceleration has not been
rescinded on or prior to the Repurchase Date. Repurchases of Securities under
this Section 14.06 shall be made, at the option of the Securityholder thereof,
upon:

     (a)    delivery to the Trustee (or other paying agent appointed by the
Company) by a Securityholder of a duly completed notice (the "REPURCHASE
NOTICE") in the form set forth on the reverse of the Security during the period
beginning at any time from the opening of business on the date that is 20
Business Days prior to the Repurchase Date until the close of business on the
Repurchase Date; and

                                       67


     (b)    delivery or book-entry transfer of the Securities to the Trustee (or
other paying agent appointed by the Company) at any time after delivery of the
Repurchase Notice (together with all necessary endorsements) at the Corporate
Trust Office of the Trustee (or other paying agent appointed by the Company) in
the Borough of Manhattan as provided in Section 3.02, such delivery being a
condition to receipt by the Securityholder of the repurchase price therefor;
PROVIDED that such repurchase price shall be so paid pursuant to this Section
14.06 only if the Security so delivered to the Trustee (or other paying agent
appointed by the Company) shall conform in all respects to the description
thereof in the related Repurchase Notice.

     The Company shall purchase from the Securityholder thereof, pursuant to
this Section 14.06, a portion of a Security, if the principal amount of such
portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture
that apply to the purchase of all of a Security also apply to the purchase of
such portion of such Security.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 14.06 shall be consummated by the delivery of the consideration to be
received by the Securityholder promptly following the later of the Repurchase
Date and the time of the book-entry transfer or delivery of the Security.

     Notwithstanding anything herein to the contrary, any Securityholder
delivering to the Trustee (or other paying agent appointed by the Company) the
Repurchase Notice contemplated by this Section 14.06 shall have the right to
withdraw such Repurchase Notice at any time prior to the close of business on
the Repurchase Date by delivery of a written notice of withdrawal to the Trustee
(or other paying agent appointed by the Company) in accordance with Section
14.08.

     The Trustee (or other paying agent appointed by the Company) shall promptly
notify the Company of the receipt by it of any Repurchase Notice or written
notice of withdrawal thereof.

     Section 14.07. COMPANY REPURCHASE NOTICE.

     (a)    The Securities to be repurchased on the Repurchase Date pursuant to
Section 14.06 will be paid for in cash.

     At least three Business Days before the Company Repurchase Notice Date, the
Company shall deliver an Officers' Certificate to the Trustee specifying:

              (i)   the information required by Section 14.07(b) in the Company
     Repurchase Notice, and

                                       68


              (ii)  whether the Company desires the Trustee to give the Company
     Repurchase Notice required by Section 14.07(b).

     (b)    Unless the Company has elected to redeem all of the Securities on or
before the Repurchase Date in accordance with Section 14.01, the Company shall,
no less than 20 Business Days prior to the Repurchase Date (the "COMPANY
REPURCHASE NOTICE DATE"), give notice to Securityholders at their addresses
shown in the Security Register setting forth information specified in this
Section 14.07(b) (the "COMPANY REPURCHASE NOTICE"). The Company will also give
notice to beneficial owners as required by applicable law.

     The Company Repurchase Notice shall:

              (1)   state the repurchase price and the Repurchase Date to which
     the Company Repurchase Notice relates;

              (2)   include a form of Repurchase Notice;

              (3)   state the name and address of the Trustee (or other paying
     agent or conversion agent appointed by the Company);

              (4)   state that Securities must be surrendered to the Trustee
     (or other paying agent appointed by the Company) to collect the repurchase
     price;

              (5)   if the Securities are then convertible, state that
     Securities as to which a Repurchase Notice has been given may be converted
     only if the Repurchase Notice is withdrawn in accordance with the terms of
     this Indenture; and

              (6)   state the CUSIP number of the Securities.

The Company Repurchase Notice may be given by the Company or, at the Company's
request, the Trustee shall give such Company Repurchase Notice in the Company's
name and at the Company's expense.

     (c)    The Company will comply with the provisions of Rule 13e-4 and any
other tender offer rules under the Exchange Act (including, without limitation,
filing a Schedule TO or other schedule) to the extent then applicable in
connection with the repurchase rights of the Securityholders.

     Section 14.08. EFFECT OF REPURCHASE NOTICE. Upon receipt by the Trustee (or
other paying agent appointed by the Company) of the Repurchase Notice specified
in Section 14.06, the holder of the Security in respect of which such Repurchase
Notice was given shall (unless such Repurchase Notice is validly withdrawn)
thereafter be entitled to receive solely the repurchase price with

                                       69


respect to such Security. Such repurchase price shall be paid to such
Securityholder, subject to receipt of funds and/or Securities by the Trustee (or
other paying agent appointed by the Company), promptly following the later of
(x) the Repurchase Date (PROVIDED the Securityholder has satisfied the
conditions in Section 14.06) and (y) the time of delivery of such Security to
the Trustee (or other paying agent appointed by the Company) by the
Securityholder thereof in the manner required by Section 14.06. Securities in
respect of which a Repurchase Notice has been given by the Securityholder
thereof may not be converted pursuant to Article 15 hereof on or after the date
of the delivery of such Repurchase Notice unless such Repurchase Notice has
first been validly withdrawn.

     A Repurchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Trustee (or other paying agent
appointed by the Company) in accordance with the Repurchase Notice at any time
prior to the close of business on the Repurchase Date, specifying:

     (a)    the certificate number, if any, of the Security in respect of which
such notice of withdrawal is being submitted, or the appropriate Depositary
information if the Security in respect of which such notice of withdrawal is
being submitted is represented by a Global Security,

     (b)    the principal amount of the Security with respect to which such
notice of withdrawal is being submitted, and

     (c)    the principal amount, if any, of such Security which remains subject
to the original Repurchase Notice and which has been or will be delivered for
purchase by the Company.

     Section 14.09. DEPOSIT OF REPURCHASE PRICE. (a) Prior to 10:00 a.m. (New
York City Time) on the Business Day immediately following the Repurchase Date,
the Company shall deposit with the Trustee (or other paying agent appointed by
the Company, or, if the Company or a Subsidiary or an Affiliate of either of
them is acting as the paying agent, shall segregate and hold in trust as
provided in Section 3.04) an amount of cash (in immediately available funds if
deposited on such Business Day), sufficient to pay the aggregate repurchase
price of all the Securities or portions thereof that are to be repurchased as of
the Repurchase Date.

     (b)    If the Trustee or other paying agent appointed by the Company, or
the Company or a Subsidiary or Affiliate of either of them, if such entity is
acting as the paying agent, holds cash sufficient to pay the aggregate
repurchase price of all the Securities, or portions thereof that are to be
repurchased as of the Repurchase Date, on or after the Repurchase Date: (i) the
Securities will cease to be outstanding, (ii) interest on the Securities will
cease to accrue, and (iii) all

                                       70


other rights of the holders of such Securities will terminate, whether or not
book-entry transfer of the Securities has been made or the Securities have been
delivered to the Trustee or paying agent, other than the right to receive the
repurchase price upon delivery of the Securities.

     Section 14.10. SECURITIES REPURCHASED IN PART. Upon presentation of any
Security repurchased pursuant to Section 14.05 or 14.06, as the case may be,
only in part, the Company shall execute and the Trustee shall authenticate and
make available for delivery to the Securityholder thereof, at the expense of the
Company, a new Security or Securities, of any authorized denomination, in
aggregate principal amount equal to the unrepurchased portion of the Securities
presented.

     Section 14.11. REPAYMENT TO THE COMPANY. To the extent that the aggregate
amount of cash or money deposited by the Company pursuant to Section 14.05(d) or
Section 14.09, as the case may be, exceeds the aggregate repurchase price of the
Securities or portions thereof which the Company is obligated to purchase as of
the Designated Event Repurchase Date or the Repurchase Date, as the case may be,
then, unless otherwise agreed in writing with the Company, promptly after the
Business Day following the Designated Event Repurchase Date or the Repurchase
Date, as the case may be, the Trustee shall return any such excess to the
Company together with interest, if any, thereon.

                                   ARTICLE 15
                            CONVERSION OF SECURITIES

     Section 15.01. RIGHT TO CONVERT. (a) Subject to and upon compliance with
the provisions of this Indenture, prior to August 15, 2013, the holder of any
Security shall have the right, at such Securityholder's option, to convert the
principal amount of the Security, or any portion of such principal amount which
is a multiple of $1,000, into fully paid and non-assessable shares of Common
Stock (as such shares shall then be constituted) at the Conversion Rate in
effect at such time, solely upon the occurrence of one or more events described
in Sections 15.01(b), 15.01(c), 15.01(d), 15.01(e) or 15.01(f) below, by
surrender of the Security to be so converted in whole or in part, together with
any required funds, in the manner provided in Section 15.02.

     Whenever the Securities shall become convertible pursuant to this Section
15.01, the Company or, at the Company's request, the Trustee in the name and at
the expense of the Company, shall notify the Securityholders of the event
triggering such convertibility and the Company shall also publicly announce such
information. Any notice so given shall be conclusively presumed to have been
duly given, whether or not the Securityholder receives such notice.

                                       71


     A Security in respect of which a Securityholder is electing to exercise its
option to require the Company to repurchase such Securityholder's Securities
upon a Designated Event pursuant to Section 14.05, or at the option of the
Securityholder on the Repurchase Date pursuant to Section 14.06, may be
converted only if such Securityholder withdraws its election in accordance with
Section 14.05 or Section 14.06, respectively. A Securityholder is not entitled
to any rights of a holder of Common Stock until such Securityholder has
converted its Securities into Common Stock, and only to the extent such
Securities are deemed to have been converted into Common Stock under this
Article 15.

     (b)    Commencing after September 30, 2003, Securities may be converted
during any fiscal quarter of the Company (and only during such fiscal quarter),
if the Closing Sale Price exceeds 120% of the Conversion Price in effect for at
least 20 Trading Days in the 30 consecutive Trading Day period ending on the
last Trading Day of the immediately preceding fiscal quarter.

     The Company (or the conversion agent appointed by the Company) shall
determine on each Trading Day during the 30 consecutive Trading Day period
specified in this Section 15.01(b) whether the Closing Sale Price exceeds 120%
of the Conversion Price and whether the Securities shall be convertible as a
result of the occurrence of the event specified in this Section 15.01(b) and, if
the Securities shall be so convertible, the Company shall promptly deliver to
the Trustee (or the conversion agent if the Trustee is not the conversion agent)
written notice thereof.

     (c)    Securities may be converted during the five Business Day period
after any five consecutive Trading Day period (the "MEASUREMENT PERIOD") in
which the Trading Price per $1,000 principal amount of the Securities for each
day of such Measurement Period was less than 98% of the product of the Closing
Sale Price and the then current Conversion Rate; PROVIDED that if on the date of
any conversion pursuant to this Section 15.01(c) the Closing Sale Price of the
Common Stock is greater than the Conversion Price, a holder shall receive, in
lieu of Common Stock based on the Conversion Price, cash or Common Stock or a
combination of cash and Common Stock, at the Company's option, with a value
equal to the principal amount of Securities to be converted plus accrued
Interest as of the conversion date (a "PRINCIPAL VALUE CONVERSION").

     If a holder surrenders its Notes for conversion pursuant to this Section
15.01(c) and it is a Principal Value Conversion, the Company will notify the
holder by the second Trading Day following the Conversion Date whether it will
pay the principal amount plus accrued Interest in cash, Common Stock or a
combination of cash and Common Stock, and in what percentage. Any Common Stock
delivered upon a Principal Value Conversion will be valued at the greater of (x)
the Conversion Price on the conversion date and (y) the Applicable Stock Price
as of the conversion date. The Company will pay any portion of the principal
amount plus accrued interest to be paid in cash and deliver Common

                                       72


Stock with respect to any portion of the principal amount plus accrued and
unpaid interest to be paid in Common Stock no later than the Business Day
following the Determination of the Applicable Stock Price.

     The Company shall determine whether the Securities may be converted
pursuant to this Section 15.01(c) based on Trading Prices provided by the
Trustee. The Company shall provide the Trustee with the names of three
independent nationally known securities dealers to be used for determining the
Trading Price. The Trustee (or other conversion agent appointed by the Company)
shall have no obligation to determine the Trading Price under this Section
15.01(c) unless the Company has requested such a determination; and the Company
shall have no obligation to make such request unless a Securityholder provides
it with reasonable evidence that the Trading Price per $1,000 principal amount
of Securities would be less than 98% of the product of the Closing Sale Price
and the then current Conversion Rate. If such evidence is provided, the Company
shall instruct the Trustee (or other conversion agent) to determine the Trading
Price of the Securities beginning on the next Trading Day and on each successive
Trading Day until the Trading Price per $1,000 principal amount of Securities is
greater than or equal to 98% of the product of the Closing Sale Price and the
then current Conversion Rate; PROVIDED that, except for the determination of the
Trading Prices, the Trustee shall be under no duty or obligation to make the
calculations described in this Section 15.01(c) or to determine whether the
Securities are convertible pursuant to such section.

     The Trustee shall be entitled at its sole discretion to consult with the
Company and to request the assistance of the Company in connection with the
Trustee's duties and obligations pursuant to this Section 15.01(c) (including
without limitation the calculation or determination of the Conversion Rate, the
Closing Sale Price and the Trading Price), and the Company agrees, if requested
by the Trustee, to cooperate with, and provide assistance to, the Trustee in
carrying out its duties under this Section 15.01(c); PROVIDED that nothing
herein shall be construed to relieve the Trustee of its duties pursuant to this
Section 15.01(c).

     (d)    If any Securities have been called for redemption pursuant to
Section 14.02, such Securities may be converted, at any time on or after the
date the notice of redemption has been given under Section 14.02 until the close
of business on the Business Day immediately preceding the redemption date.

     (e)    If (1) the Company distributes to all holders of its Common Stock
rights or warrants entitling them (for a period expiring within 45 days of the
record date for the determination of the stockholders entitled to receive such
distribution) to subscribe for or purchase shares of Common Stock, at a price
per share less than the average of the Closing Sale Prices for the ten Trading
Days immediately preceding, but not including, the date such distribution is
first

                                       73


publicly announced by the Company, or (2) the Company distributes to all holders
of its Common Stock, assets, debt securities or rights to purchase its
securities, where the Fair Market Value of such distribution per share of Common
Stock exceeds 5% of the Closing Sale Price on the Trading Day immediately
preceding the date such distribution is first publicly announced by the Company,
then, in either case, the Securities may be converted at any time on and after
the date that the Company gives notice to the Securityholders of such
distribution, which shall be not less than 20 days prior to the Ex-Dividend Time
for such distribution, until the earlier of the close of business on the
Business Day immediately preceding, the Ex-Dividend Time or the date the Company
publicly announces that such distribution will not take place; PROVIDED that
Securities may not be converted pursuant to this Section 15.01(e) nor will any
adjustment to the Conversion Rate be made pursuant to the transactions described
in this Section 15.01(e) if the Securityholder, without conversion of the
Security, would participate, on the same basis as a holder of Common Stock, in
the distribution as if such Securityholder had converted its Securities into
Common Stock prior to the record date for such distribution.

     "EX-DIVIDEND TIME" means, with respect to any distribution on shares of
Common Stock, the first date on which the shares of Common Stock trade regular
way on the principal securities market on which the shares of Common Stock are
then traded without the right to receive such distribution.

     (f)    If the Company consolidates with or merges with or into another
Person or is a party to a binding share exchange or conveys, transfers, sells,
leases or otherwise disposes of all or substantially all of its properties and
assets in each case pursuant to which the Common Stock is converted into cash,
securities or other property, then the Securities may be converted at any time
from and after the date fifteen (15) days prior to the anticipated effective
date of the transaction and ending on and including the date fifteen (15) days
after the consummation of the transaction (or, if such merger, consolidation or
share exchange also constitutes a Designated Event, until the corresponding
Designated Event Purchase Date). The Board of Directors shall determine the
anticipated effective date of the transaction, and such determination shall be
conclusive and binding on the Securityholders and shall be publicly announced by
the Company not later than two Business Days prior to such 15th day.

     Section 15.02. EXERCISE OF CONVERSION PRIVILEGE; ISSUANCE OF COMMON STOCK
ON CONVERSION; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS. In order to exercise the
conversion privilege with respect to any Security in certificated form, the
Company must receive at the office or agency of the Company maintained for that
purpose or, at the option of a holder of such Security, the Corporate Trust
Office, such Security with the original or facsimile of the form entitled
"CONVERSION NOTICE" on the reverse thereof, duly completed and manually signed,
together with such Securities duly endorsed for transfer, accompanied by

                                       74


the funds, if any, required by this Section 15.02. Such notice shall also state
the name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued, and shall be accompanied by transfer or similar
taxes, if required pursuant to Section 15.07.

     In order to exercise the conversion privilege with respect to any interest
in a Global Security, the beneficial holder must complete, or cause to be
completed, the appropriate instruction form for conversion pursuant to the
Depositary's book-entry conversion program, deliver, or cause to be delivered,
by book-entry delivery an interest in such Global Security, furnish appropriate
endorsements and transfer documents if required by the Company or the Trustee or
conversion agent, and pay the funds, if any, required by this Section 15.02 and
any transfer taxes if required pursuant to Section 15.07.

     As promptly as practicable after satisfaction of the requirements for
conversion set forth above, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Securityholder (as if such transfer were a transfer of the Security
or Securities (or portion thereof) so converted), the Company shall issue and
shall deliver to such Securityholder at the office or agency maintained by the
Company for such purpose pursuant to Section 3.02, a certificate or certificates
for the number of full shares of Common Stock issuable upon the conversion of
such Security or portion thereof as determined by the Company in accordance with
the provisions of this Article 15 and a check or cash in respect of any
fractional interest in respect of a share of Common Stock arising upon such
conversion, calculated by the Company as provided in Section 15.03. In case any
Security of a denomination greater than $1,000 shall be surrendered for partial
conversion, and subject to Section 2.03, the Company shall execute and the
Trustee shall authenticate and deliver to the Securityholder of the Security so
surrendered, without charge to him, a new Security or Securities in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Security.

     Each conversion shall be deemed to have been effected as to any such
Security (or portion thereof) on the date on which the requirements set forth
above in this Section 15.02 have been satisfied as to such Security (or portion
thereof), and the Person in whose name any certificate or certificates for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have become on said date the holder of record of the shares represented thereby;
PROVIDED that any such surrender on any date when the stock transfer books of
the Company shall be closed shall constitute the Person in whose name the
certificates are to be issued as the record holder thereof for all purposes on
the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Rate in effect on the date upon which such
Security shall be surrendered.

                                       75


     If any Security (or portion thereof) is converted into Common Stock during
the period after a record date for the payment of interest to, but excluding,
the next succeeding interest payment date and such Security (or portion thereof)
has been called for redemption on a redemption date or tendered for repurchase
on a repurchase date which occurs during such period, the Company shall pay
interest on such interest payment date in respect of any such Security (or
portion thereof) to the holder of such Securities registered as such on the
applicable record date. Any Security or portion thereof surrendered for
conversion during the period from the close of business on the record date for
any interest payment date to the close of business on the Business Day preceding
the immediately following interest payment date shall be accompanied by payment,
in immediately available funds or other funds acceptable to the Company, of an
amount equal to the Interest otherwise payable on such interest payment date on
the principal amount being converted; PROVIDED that no such payment need be made
(1) if the Company has specified a redemption date that is after a record date
and on or prior to the next interest payment date, (2) if the Company has
specified a repurchase date following a Designated Event that is after a record
date and on or prior to the next interest payment date or (3) to the extent of
any overdue Interest, if any overdue Interest exists at the time of conversion
with respect to such Security. Except as provided above in this Section 15.02,
no payment or other adjustment shall be made for Interest accrued and unpaid on
any Security converted or for dividends on any shares issued upon the conversion
of such Security as provided in this Article 15.

     Upon the conversion of an interest in a Global Security, the Trustee (or
other conversion agent appointed by the Company), or the Custodian at the
direction of the Trustee (or other conversion agent appointed by the Company),
shall make a notation on such Global Security as to the reduction in the
principal amount represented thereby. The Company shall notify the Trustee in
writing of any conversions of Securities effected through any conversion agent
other than the Trustee.

     Upon the conversion of a Security, that portion of the accrued but unpaid
Interest, with respect to the converted Security shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
holder thereof through delivery of the Common Stock (together with the cash
payment, if any in lieu of fractional shares) in exchange for the Security being
converted pursuant to the provisions hereof; and the fair market value of such
shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for and in satisfaction of the Company's obligation to pay the
principal amount of the converted Security, the accrued but unpaid Interest, and
the balance, if any, of such fair market value of such Common Stock (and any
such cash payment) shall be treated as issued in exchange for and in
satisfaction of the right to convert the Security being converted pursuant to
the provisions hereof.

                                       76


     Section 15.03. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. No fractional
shares of Common Stock or scrip certificates representing fractional shares
shall be issued upon conversion of Securities. If more than one Security shall
be surrendered for conversion at one time by the same Securityholder, the number
of full shares that shall be issuable upon conversion shall be computed on the
basis of the aggregate principal amount of the Securities (or specified portions
thereof to the extent permitted hereby) so surrendered. If any fractional share
of stock would be issuable upon the conversion of any Security or Securities,
the Company shall make an adjustment and payment therefor in cash at the current
market price thereof to the Securityholder. The current market price of a share
of Common Stock shall be the Closing Sale Price on the last Trading Day
immediately preceding the day on which the Securities (or specified portions
thereof) are deemed to have been converted.

     Section 15.04. CONVERSION RATE. Each $1,000 principal amount of the
Securities shall be convertible into the number of shares of Common Stock
specified in the form of Security (herein called the "CONVERSION RATE") attached
as Exhibit A hereto, subject to adjustment as provided in this Article 15.

     Section 15.05. ADJUSTMENT OF CONVERSION RATE. The Conversion Rate shall be
adjusted from time to time by the Company as follows:

     (a)    In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution by a
fraction:

              (i)   the numerator of which shall be the sum of the number of
     shares of Common Stock outstanding at the close of business on the date
     fixed for the determination of stockholders entitled to receive such
     dividend or other distribution plus the total number of shares of Common
     Stock constituting such dividend or other distribution; and

              (ii)   the denominator of which shall be the number of shares of
     Common Stock outstanding at the close of business on the date fixed for
     such determination,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purpose of this
paragraph (a), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. The Company will
not pay any dividend or make any distribution on shares of Common Stock held in
the treasury of the Company. If any dividend or distribution of the type

                                       77


described in this Section 15.05(a) is declared but not so paid or made, the
Conversion Rate shall again be adjusted to the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared.

     (b)    In case the Company shall issue rights or warrants to all holders of
its outstanding shares of Common Stock entitling them (for a period expiring
within forty-five (45) days after the date fixed for determination of
stockholders entitled to receive such rights or warrants) to subscribe for or
purchase shares of Common Stock at a price per share less than the average of
the Closing Sale Prices of the Common Stock for the 10 Trading Days immediately
preceding the date such distribution is first publicly announced by the Company,
the Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
date fixed for determination of stockholders entitled to receive such rights or
warrants by a fraction:

              (i)   the numerator of which shall be the number of shares of
     Common Stock outstanding on the date fixed for determination of
     stockholders entitled to receive such rights or warrants plus the total
     number of additional shares of Common Stock offered for subscription or
     purchase, and

              (ii)  the denominator of which shall be the sum of the number of
     shares of Common Stock outstanding at the close of business on the date
     fixed for determination of stockholders entitled to receive such rights or
     warrants plus the number of shares that the aggregate offering price of the
     total number of shares so offered would purchase at a price equal to the
     average of the Closing Sale Prices of the Common Stock for the 10 Trading
     Days immediately preceding the date such distribution is first publicly
     announced by the Company.

     Such adjustment shall be successively made whenever any such rights or
warrants are issued, and shall become effective immediately after the opening of
business on the day following the date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. If such rights or warrants are not so issued, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such date fixed for the determination of stockholders entitled to
receive such rights or warrants had not been fixed. In determining whether any
rights or warrants entitle the stockholders to subscribe for or purchase shares
of Common Stock at a price less than the average of the Closing Sale Prices of
the Common

                                       78


Stock for the 10 Trading Days immediately preceding the date such distribution
is first publicly announced by the Company, and in determining the aggregate
offering price of such shares of Common Stock, there shall be taken into account
any consideration received by the Company for such rights or warrants and any
amount payable on exercise or conversion thereof, the value of such
consideration, if other than cash, to be determined by the Board of Directors.

     (c)    In case outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be proportionately reduced, such increase or reduction, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.

     (d)    In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of capital stock of the
Company or evidences of its indebtedness or assets (including securities, but
excluding any rights or warrants referred to in Section 15.05(b), and excluding
any dividend or distribution (x) paid in cash or (y) referred to in Section
15.05(a) (any of the foregoing hereinafter in this Section 15.05(d)) called the
"DISTRIBUTED SECURITIES")), then, in each such case (unless the Company elects
to reserve such Distributed Securities for distribution to the Securityholders
upon the conversion of the Securities so that any such Securityholder converting
Securities will receive upon such conversion, in addition to the shares of
Common Stock to which such Securityholder is entitled, the amount and kind of
such Distributed Securities which such Securityholder would have received if
such Securityholder had converted its Securities into Common Stock immediately
prior to the Record Date for such distribution of the Securities) the Conversion
Rate shall be increased so that the same shall be equal to the rate determined
by multiplying the Conversion Rate in effect on the Record Date with respect to
such distribution by a fraction,

              (i)   the numerator of which shall be the Current Market Price on
     such Record Date; and

              (ii)  the denominator of which shall be the Current Market Price
     on such Record Date less the fair market value (as determined by the Board
     of Directors, whose determination shall be conclusive, and described in a
     resolution of the Board of Directors) on the Record Date of the portion of
     the Distributed Securities so distributed applicable to one share of Common
     Stock,

                                       79


such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; PROVIDED that if the then fair market
value (as so determined) of the portion of the Distributed Securities so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Securityholder shall
have the right to receive upon conversion the amount of Distributed Securities
such Securityholder would have received had such Securityholder converted each
Security on the Record Date. If such dividend or distribution is not so paid or
made, the Conversion Rate shall again be adjusted to be the Conversion Rate that
would then be in effect if such dividend or distribution had not been declared.
If the Board of Directors determines the fair market value of any distribution
for purposes of this Section 15.05(d) by reference to the actual or when issued
trading market for any securities, it must in doing so consider the prices in
such market over the same period used in computing the Current Market Price on
the applicable Record Date.

Notwithstanding the foregoing, if the Distributed Securities distributed by the
Company to all holders of its Common Stock consist of capital stock of, or
similar equity interests in, a Subsidiary or other business unit, the Conversion
Rate shall be increased so that the same shall be equal to the rate determined
by multiplying the Conversion Rate in effect on the Record Date with respect to
such distribution by a fraction,

              (i)   the numerator of which shall be the sum of (A) the average
     of the Closing Sale Prices of the Common Stock for the ten (10) Trading
     Days commencing on and including the fifth Trading Day after the date on
     which "ex-dividend trading" commences for such dividend or distribution on
     the Nasdaq National Market or such other national or regional exchange or
     market on which such securities are then listed or quoted (the "EX-DIVIDEND
     DATE") plus (B) the fair market value of the Distributed Securities
     distributed in respect of each share of Common Stock for which this Section
     15.05(d) applies and shall equal the number of Distributed Securities
     distributed in respect of each share of Common Stock multiplied by the
     average of the closing sale prices of those Distributed Securities
     distributed for the ten (10) Trading Days commencing on and including the
     fifth Trading Day after the Ex-Dividend Date; and

              (ii)  the denominator of which shall be the average of the
     Closing Sale Prices of the Common Stock for the ten (10) Trading Days
     commencing on and including the fifth Trading Day after the Ex-Dividend
     Date,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; PROVIDED that the Company may in lieu of

                                       80


the foregoing adjustment make adequate provision so that each Securityholder
shall have the right to receive upon conversion the amount of Distributed
Securities such Securityholder would have received had such Securityholder
converted each Security on the Record Date with respect to such distribution.

     Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 15.05 (and no adjustment to the Conversion Rate under
this Section 15.05 will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this Section 15.05(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 15.05 was made, (1) in the case of any such
rights or warrants that shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Rate shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants that shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights and
warrants had not been issued.

     No adjustment of the Conversion Rate shall be made pursuant to this Section
15.05(d) in respect of rights or warrants distributed or deemed distributed on
any Trigger Event to the extent that such rights or warrants are actually
distributed, or reserved by the Company for distribution to Securityholders upon
conversion by such Securityholders of Securities to Common Stock.

                                       81


     For purposes of this Section 15.05(d) and Section 15.05(a) and (b), any
dividend or distribution to which this Section 15.05(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Conversion Rate adjustment required by this Section 15.05(d) with respect to
such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Rate adjustment required by Sections
15.05(a) and 15.05(b) with respect to such dividend or distribution shall then
be made), except (A) the Record Date of such dividend or distribution shall be
substituted as "the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution", "the date fixed for the
determination of stockholders entitled to receive such rights or warrants" and
"the date fixed for such determination" within the meaning of Section 15.05(a)
and 15.05(b) and (B) any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business on the
date fixed for such determination" within the meaning of Section 15.05(a).

     (e)    In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash distribution to the
extent the aggregate cash distributed per share of Common Stock in any twelve
month period does not exceed $0.01), then, in such case, the Conversion Rate
shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the close of
business on such record date by a fraction,

              (i)   the numerator of which shall be the Current Market Price on
     such record date; and

              (ii)  the denominator of which shall be the Current Market Price
     on such record date less the amount of cash so distributed (including only
     the amount of cash distributed in excess of the threshold set forth above)
     applicable to one share of Common Stock,

such adjustment to be effective immediately prior to the opening of business on
the day following the record date; PROVIDED that if the portion of the cash so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the record date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Securityholder shall
have the right to receive upon conversion the amount of cash such Securityholder
would have received had such Securityholder converted each Security on the
record date. If such dividend or distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such

                                       82


dividend or distribution had not been declared. If any adjustment is required to
be made as set forth in this Section 15.05(e), such adjustment shall be based
upon the amount by which such distribution exceeds the amount permitted to be
excluded pursuant hereto.

     (f)    In case a tender or exchange offer made by the Company or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender or exchange offer (as amended upon the expiration thereof) shall require
the payment to stockholders of consideration per share of Common Stock having a
Fair Market Value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors)
that as of the last time (the "EXPIRATION TIME") tenders or exchanges may be
made pursuant to such tender or exchange offer (as it may be amended) exceeds
the Closing Sale Price of a share of Common Stock on the Trading Day next
succeeding the Expiration Time, the Conversion Rate shall be increased so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the Expiration Time by a fraction,

              (i)   the numerator of which shall be the sum of (x) the Fair
Market Value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged and
not withdrawn as of the Expiration Time (the shares deemed so accepted up to any
such maximum, being referred to as the "PURCHASED SHARES") and (y) the product
of the number of shares of Common Stock outstanding (less any Purchased Shares)
at the Expiration Time and the Closing Sale Price of a share of Common Stock on
the Trading Day next succeeding the Expiration Time, and

              (ii)  the denominator of which shall be the number of shares of
     Common Stock outstanding (including any tendered or exchanged shares) at
     the Expiration Time multiplied by the Closing Sale Price of a share of
     Common Stock on the Trading Day next succeeding the Expiration Time

such adjustment to become effective immediately prior to the opening of business
on the day following the Expiration Time. If the Company is obligated to
purchase shares pursuant to any such tender or exchange offer, but the Company
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted to
be the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made.

     (g)    In case of a tender or exchange offer made by a Person other than
the Company or any Subsidiary for an amount that increases the offeror's
ownership of Common Stock to more than twenty-five percent (25%) of the

                                       83


Common Stock outstanding and shall involve the payment by such Person of
consideration per share of Common Stock having a Fair Market Value (as
determined by the Board of Directors, whose determination shall be conclusive,
and described in a resolution of the Board of Directors) that as of the last
time (the "OFFER EXPIRATION TIME") tenders or exchanges may be made pursuant to
such tender or exchange offer (as it shall have been amended) that exceeds the
Closing Sale Price of a share of Common Stock on the Trading Day next succeeding
the Offer Expiration Time, and in which, as of the Offer Expiration Time the
Board of Directors is not recommending rejection of the offer, the Conversion
Rate shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the Offer
Expiration Time by a fraction

              (i)   the numerator of which shall be the sum of (x) the Fair
     Market Value (determined as aforesaid) of the aggregate consideration
     payable to stockholders based on the acceptance (up to any maximum
     specified in the terms of the tender or exchange offer) of all shares
     validly tendered or exchanged and not withdrawn as of the Offer Expiration
     Time (the shares deemed so accepted, up to any such maximum, being referred
     to as the "ACCEPTED PURCHASED SHARES") and (y) the product of the number of
     shares of Common Stock outstanding (less any Accepted Purchased Shares) at
     the Offer Expiration Time and the Closing Sale Price of a share of Common
     Stock on the Trading Day next succeeding the Offer Expiration Time, and

              (ii)  the denominator of which shall be the number of shares of
     Common Stock outstanding (including any tendered or exchanged shares) at
     the Offer Expiration Time multiplied by the Closing Sale Price of a share
     of Common Stock on the Trading Day next succeeding the Offer Expiration
     Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Offer Expiration Time. If such Person is obligated to
purchase shares pursuant to any such tender or exchange offer, but such Person
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted to
be the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made. Notwithstanding the foregoing, the adjustment described
in this Section 15.05(g) shall not be made if, as of the Offer Expiration Time,
the offering documents with respect to such offer disclose a plan or intention
to cause the Company to engage in any consolidation or merger with or into any
other Person or Persons, or sale, conveyance, transfer or lease of the property
and assets of the Company substantially as an entirety to any other Person or
Persons.

                                       84


     (h)    For purposes of this Section 15.05, the following terms shall have
the meaning indicated:

              (i)   "CURRENT MARKET PRICE" shall mean the average of the daily
     Closing Sale Prices per share of Common Stock for the ten consecutive
     Trading Days selected by the Company commencing no more than 30 Trading
     Days before and ending not later than the earlier of such date of
     determination and the day before the "EX" date with respect to the
     issuance, distribution, subdivision or combination requiring such
     computation immediately prior to the date in question. For purpose of this
     paragraph, the term "EX" date, (1) when used with respect to any issuance
     or distribution, means the first date on which the Common Stock trades,
     regular way, on the relevant exchange or in the relevant market from which
     the Closing Sale Price was obtained without the right to receive such
     issuance or distribution, and (2) when used with respect to any subdivision
     or combination of shares of Common Stock, means the first date on which the
     Common Stock trades, regular way, on such exchange or in such market after
     the time at which such subdivision or combination becomes effective.

     If another issuance, distribution, subdivision or combination to which
     Section 15.05 applies occurs during the period applicable for calculating
     "CURRENT MARKET PRICE" pursuant to the definition in the preceding
     paragraph, "CURRENT MARKET PRICE" shall be calculated for such period in a
     manner determined by the Board of Directors to reflect the impact of such
     issuance, distribution, subdivision or combination on the Closing Sale
     Price of the Common Stock during such period.

              (ii)  "FAIR MARKET VALUE" shall mean the amount which a willing
     buyer would pay a willing seller in an arm's-length transaction.

              (iii) "RECORD DATE" shall mean, with respect to any dividend,
     distribution or other transaction or event in which the holders of Common
     Stock have the right to receive any cash, securities or other property or
     in which the Common Stock (or other applicable security) is exchanged for
     or converted into any combination of cash, securities or other property,
     the date fixed for determination of stockholders entitled to receive such
     cash, securities or other property (whether such date is fixed by the Board
     of Directors or by statute, contract or otherwise).

              (iv)  "TRADING DAY" shall mean (x) if the applicable security is
     quoted on the Nasdaq National Market, a day on which trades may be made
     thereon or (y) if the applicable security is listed or admitted for trading
     on the American Stock Exchange, New York Stock Exchange or another national
     securities exchange, a day on which the American Stock

                                       85


     Exchange, New York Stock Exchange or another national securities exchange
     is open for business or (z) if the applicable security is not so listed,
     admitted for trading or quoted, any day other than a Saturday or Sunday or
     a day on which banking institutions in the State of New York are authorized
     or obligated by law or executive order to close.

     (i)    The Company may make such increases in the Conversion Rate,
in addition to those required by Section 15.05(a), (b), (c), (d), (e), (f) or
(g)as the Board of Directors considers to be advisable to avoid or diminish any
income tax to Securityholders of Common Stock or rights to purchase Common Stock
resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

     To the extent permitted by applicable law, the Company from time to time
may increase the Conversion Rate by any amount for any period of time if the
period is at least twenty (20) days, the increase is irrevocable during the
period and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Company shall mail to holders of record of the
Securities a notice of the increase at least fifteen (15) days prior to the date
the increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

     (j)    No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such rate; PROVIDED that any adjustments that by reason of this Section 15.05(j)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article 15 shall be made
by the Company and shall be made to the nearest cent or to the nearest one-ten
thousandth (1/10,000) of a share, as the case may be. No adjustment need be made
for rights to purchase Common Stock pursuant to a Company plan for reinvestment
of dividends or interest or for any issuance of Common Stock or convertible or
exchangeable securities or rights to purchase Common Stock or convertible or
exchangeable securities. To the extent the Securities become convertible into
cash, assets, property or securities (other than capital stock of the Company),
no adjustment need be made thereafter as to the cash, assets, property or such
securities. Interest will not accrue on any cash into which the Securities are
convertible.

     (k)    Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any conversion agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have

                                       86


received such Officers' Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume that the last
Conversion Rate of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail such notice
of such adjustment of the Conversion Rate to the holder of each Security at his
last address appearing on the Security Register provided for in Section 2.05 of
this Indenture, within twenty (20) days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of any such
adjustment.

     (l)    In any case in which this Section 15.05 provides that an adjustment
shall become effective immediately after (1) a record date or Record Date for an
event, (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 15.05(a), (3) a date
fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 15.05(b), (4) the Expiration Time for any tender or
exchange offer pursuant to Section 15.05(f) or (5) the Offer Expiration Time for
any tender or exchange pursuant to Section 15.05(g), (each a "DETERMINATION
DATE"), the Company may elect to defer until the occurrence of the applicable
Adjustment Event (as hereinafter defined) (x) issuing to the holder of any
Security converted after such Determination Date and before the occurrence of
such Adjustment Event, the additional shares of Common Stock or other securities
issuable upon such conversion by reason of the adjustment required by such
Adjustment Event over and above the Common Stock issuable upon such conversion
before giving effect to such adjustment and (y) paying to such Securityholder
any amount in cash in lieu of any fraction pursuant to Section 15.03. For
purposes of this Section 15.05(l), the term "ADJUSTMENT EVENT" shall mean:

              (i)   in any case referred to in clause (1) hereof, the occurrence
     of such event,

              (ii)  in any case referred to in clause (2) hereof, the date any
     such dividend or distribution is paid or made,

              (iii) in any case referred to in clause (3) hereof, the date of
     expiration of such rights or warrants, and

              (iv)  in any case referred to in clause (4) hereof, the date a
sale or exchange of Common Stock pursuant to such tender or exchange offer is
consummated and becomes irrevocable.

              (v)   in the case referred to in clause (5) hereof, the date a
sale or exchange of Common Stock pursuant to such tender or exchange offer is
consummated and becomes irrevocable.

                                       87


     (m)    For purposes of this Section 15.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

     Section 15.06. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
If any of the following events occur, namely (i) any reclassification or change
of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 15.05(c) applies), (ii) any consolidation, merger
or combination of the Company with another Person as a result of which holders
of Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of all or substantially all of the
properties and assets of the Company to any other Person as a result of which
holders of Common Stock shall be entitled to receive stock, other securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing that each Security shall be
convertible into the kind and amount of shares of stock, other securities or
other property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance by a holder of a
number of shares of Common Stock issuable upon conversion of such Securities
(assuming, for such purposes, a sufficient number of authorized shares of Common
Stock are available to convert all such Securities) immediately prior to such
reclassification, change, consolidation, merger, combination, sale or conveyance
assuming such holder of Common Stock did not exercise his rights of election, if
any, as to the kind or amount of stock, other securities or other property or
assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance (PROVIDED that, if the
kind or amount of stock, other securities or other property or assets (including
cash) receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purposes of this Section 15.06 the kind and
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 15.

                                       88


     The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Securityholder, at its address appearing on the
Security Register provided for in Section 2.05 of this Indenture, within twenty
(20) days after execution thereof. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.

     The above provisions of this Section shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, sales and
conveyances.

     If this Section 15.06 applies to any event or occurrence, Section 15.05
shall not apply.

     Section 15.07. TAXES ON SHARES ISSUED. The issue of stock certificates on
conversions of Securities shall be made without charge to the converting
Securityholder for any documentary, stamp or similar issue or transfer tax in
respect of the issue thereof. The Company shall not, however, be required to pay
any such tax which may be payable in respect of any transfer involved in the
issue and delivery of stock in any name other than that of the holder of any
Security converted, and the Company shall not be required to issue or deliver
any such stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

     Section 15.08. RESERVATION OF SHARES, SHARES TO BE FULLY PAID; COMPLIANCE
WITH GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK. The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for the
conversion of the Securities from time to time as such Securities are presented
for conversion.

     Before taking any action which would cause an adjustment increasing the
Conversion Rate to an amount that would cause the Conversion Price to be reduced
below the then par value, if any, of the shares of Common Stock issuable upon
conversion of the Securities, the Company will take all corporate action which
may, in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue shares of such Common Stock at such adjusted
Conversion Rate.

     The Company covenants that all shares of Common Stock which may be issued
upon conversion of Securities will upon issue be fully paid and non-assessable
by the Company and free from all taxes, liens and charges with respect to the
issue thereof.

                                       89


     The Company covenants that, if any shares of Common Stock to be provided
for the purpose of conversion of Securities hereunder require registration with
or approval of any governmental authority under any federal or state law before
such shares may be validly issued upon conversion, the Company will in good
faith and as expeditiously as possible, to the extent then permitted by the
rules and interpretations of the Commission (or any successor thereto), endeavor
to secure such registration or approval, as the case may be.

     The Company further covenants that, if at any time the Common Stock shall
be listed on the New York Stock Exchange or any other national securities
exchange or automated quotation system, the Company will, if permitted by the
rules of such exchange or automated quotation system, list and keep listed, so
long as the Common Stock shall be so listed on such exchange or automated
quotation system, all Common Stock issuable upon conversion of the Security;
PROVIDED that if the rules of such exchange or automated quotation system permit
the Company to defer the listing of such Common Stock until the first conversion
of the Securities into Common Stock in accordance with the provisions of this
Indenture, the Company covenants to list such Common Stock issuable upon
conversion of the Securities in accordance with the requirements of such
exchange or automated quotation system at such time.

     Section 15.09. RESPONSIBILITY OF TRUSTEE. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any Securityholder to determine the Conversion Rate or whether any facts exist
which may require any adjustment of the Conversion Rate, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
conversion agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Security; and the Trustee and any other conversion agent make no
representations with respect thereto. Neither the Trustee nor any conversion
agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Security for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article 15. Without limiting the generality of the
foregoing, neither the Trustee nor any conversion agent shall be under any
responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 15.06 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by Securityholders upon the conversion of their Securities after any
event referred to in such Section 15.06 or to any adjustment to be made with
respect thereto, but, subject to the provisions of Section 6.01, may accept as
conclusive evidence of the correctness of any such

                                       90


provisions, and shall be protected in relying upon, any Officers' Certificate
(which the Company shall be obligated to file with the Trustee prior to the
execution of any such supplemental indenture) with respect thereto.

     Section 15.10. NOTICE TO SECURITYHOLDERS PRIOR TO CERTAIN ACTIONS. In case:

     (a)    the Company shall declare a dividend (or any other distribution) on
its Common Stock that would require an adjustment in the Conversion Rate
pursuant to Section 15.05; or

     (b)    the Company shall authorize the granting to the holders of all or
substantially all of its Common Stock of rights or warrants to subscribe for or
purchase any share of any class or any other rights or warrants; or

     (c)    of any reclassification or reorganization of the Common Stock of the
Company (other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the Company
is a party and for which approval of any stockholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company; or

     (d)    of the voluntary or involuntary dissolution, liquidation or winding
up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
Securityholder at his address appearing on the Security Register provided for in
Section 2.05 of this Indenture, as promptly as possible but in any event at
least ten (10) days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

     Section 15.11. SHAREHOLDER RIGHTS PLANS. Each share of Common Stock issued
upon conversion of Securities pursuant to this Article 15 shall be entitled to
receive the appropriate number of rights, if any, and the certificates
representing

                                       91


the Common Stock issued upon such conversion shall bear such legends, if any, in
each case as may be provided by the terms of any shareholder rights plan adopted
by the Company, as the same may be amended from time to time. If at the time of
conversion, however, the rights have separated from the shares of Common Stock
in accordance with the provisions of the applicable shareholder rights agreement
so that the Securityholders would not be entitled to receive any rights in
respect of Common Stock issuable upon conversion of the Securities, the
conversion rate will be adjusted as if the Company distributed to all holders of
Common Stock shares of the Company's capital stock, evidences of indebtedness or
assets (including securities but excluding rights or warrants to purchase Common
Stock issued to all holders of Common Stock, Common Stock issued as a dividend
or distribution on Common Stock and cash distributions), subject to readjustment
in the event of the expiration, termination or redemption of the rights.

     Section 15.12. TRANSFER RESTRICTIONS. (a) Shares of Common Stock issued
upon conversion of Restricted Securities (all shares of Common Stock issued in
exchange therefor or substitution thereof) shall be represented by certificates
bearing the Restricted Securities Legend and shall be subject to the
restrictions or transfer set forth in the Restricted Securities Legend.

     (b)    Any Common Stock as to which such restrictions on transfer as to
which the conditions for removal of the Restricted Securities Legend have been
satisfied may, upon surrender of the certificates representing such shares of
Common Stock for exchange in accordance with the procedures of the transfer
agent for the Common Stock, be exchanged for a new certificate or certificates
for a like number of shares of Common Stock, which shall not bear the Restricted
Securities Legend.

                                   Article 16
                           SUBORDINATION OF SECURITIES

     Section 16.01. AGREEMENT OF SUBORDINATION. The Company covenants and
agrees, and each holder of Securities issued hereunder by its acceptance thereof
likewise covenants and agrees, that all Securities shall be issued subject to
the provisions of this Article 16, and each Person holding any Securities,
whether upon original issue or upon registration of transfer, assignment or
exchange thereof, accepts and agrees to be bound by such provisions.

     The payment of the principal of, and Interest on all Securities (including,
but not limited to, the redemption price with respect to the Securities called
for redemption in accordance with Section 14.02 or submitted for repurchase in

                                       92


accordance with Section 14.05 or Section 14.06, as the case may be, as provided
in this Indenture or any other payment payable in respect of Securities pursuant
to the provisions of this Indenture) issued hereunder shall, to the extent and
in the manner hereinafter set forth, be subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness, whether
outstanding at the date of this Indenture or thereafter incurred.

     No provision of this Article 16 shall prevent the occurrence of any default
or Event of Default hereunder or have any effect on the rights of the holders of
the Securities or the Trustee to accelerate the maturity of the Securities.

     Section 16.02. NO PAYMENTS TO SECURITYHOLDERS UPON DEFAULTS RELATING TO
DESIGNATED SENIOR INDEBTEDNESS. (a) No payment shall be made with respect to the
principal of, or interest on the Securities (including, but not limited to, the
redemption price with respect to the Securities to be called for redemption in
accordance with Section 14.02 or submitted for repurchase in accordance with
Section 14.05 or 14.06, as the case may be, as provided in this Indenture or any
other payment payable in respect of Securities pursuant to the provisions of
this Indenture), except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 16.09, if:

              (i)   a default in the payment of principal (including any letter
     of credit reimbursement obligations), premium, if any, interest, rent or
     other obligations in respect of Designated Senior Indebtedness occurs and
     is continuing (or, in the case of Designated Senior Indebtedness for which
     there is a period of grace, in the event of such a default that continues
     beyond the period of grace, if any, specified in the instrument or lease
     evidencing such Designated Senior Indebtedness) (a "PAYMENT DEFAULT"); or

              (ii)  a default, other than a Payment Default, on any Designated
     Senior Indebtedness occurs and is continuing that permits holders of such
     Designated Senior Indebtedness to accelerate its maturity without further
     notice (except such notice as may be required to effect such acceleration)
     (or in the case of any lease that is Designated Senior Indebtedness, a
     default occurs and is continuing that permits the lessor to either
     terminate the lease or require the Company to make an irrevocable offer to
     terminate the lease following an event of default thereunder) and the
     Trustee receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from
     a holder of Designated Senior Indebtedness or a Representative of
     Designated Senior Indebtedness (a "NON-PAYMENT DEFAULT").

     If the Trustee receives any Payment Blockage Notice pursuant to clause (ii)
above, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section 16.02 unless and until at least 365 days shall have

                                       93


elapsed since the initial effectiveness of the immediately prior Payment
Blockage Notice. No Non-Payment Default that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the Trustee shall be, or be
made, the basis for a subsequent Payment Blockage Notice.

     (b)    The Company may and shall resume payments on and distributions in
respect of the Securities (including, but not limited to, the redemption price
with respect to the Securities to be redeemed):

              (1)   in the case of a Payment Default, the date upon which any
            such Payment Default is cured or waived or ceases to exist, or

              (2)   in the case of a Non-Payment Default, the earlier of (a) the
            date upon which such default is cured or waived or ceases to exist
            or (b) 179 days after the applicable Payment Blockage Notice is
            received by the Trustee if the maturity of such Designated Senior
            Indebtedness has not been accelerated and there is no Payment
            Default (or in the case of any lease, 179 days after notice is
            received if the Company and the Trustee have not received notice
            that the lessor under such lease has exercised its right to
            terminate the lease or require the Company to make an irrevocable
            offer to terminate the lease following an event of default
            thereunder and there is no Payment Default), unless this Article 16
            otherwise prohibits the payment or distribution at the time of such
            payment or distribution.

     Section 16.03. PAYMENTS OVER TO SENIOR INDEBTEDNESS UPON DISSOLUTION. Upon
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to creditors upon any
dissolution or winding up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due or to become due upon all Senior Indebtedness
shall first be paid in full in cash or other payment satisfactory to the holders
of such Senior Indebtedness before any payment is made on account of the
principal of or Interest on the Securities (except payments made pursuant to
Article 11 from monies deposited with the Trustee pursuant thereto prior to
commencement of proceedings for such dissolution, winding up, liquidation or
reorganization), and upon any such dissolution or winding up or liquidation or
reorganization of the Company or bankruptcy, insolvency, receivership or other
similar proceeding, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the holders of the Securities or the Trustee would be entitled, except for
the provisions of this Article 16, shall (except as aforesaid) be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the holders of the
Securities or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior

                                       94


Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, or as otherwise required by law or a
court order) or their Representative or Representatives, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full, in cash or other payment satisfactory to the holders of such Senior
Indebtedness, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness, before any payment or distribution is
made to the holders of the Securities or to the Trustee.

     For purposes of this Article 16, the words, "CASH, PROPERTY OR SECURITIES"
shall not be deemed to include shares of Common Stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 16 with respect
to the Securities to the payment of all Senior Indebtedness which may at the
time be outstanding; PROVIDED that (i) the Senior Indebtedness is assumed by the
new corporation, if any, resulting from any reorganization or readjustment, and
(ii) the rights of the holders of Senior Indebtedness (other than leases which
are not assumed by the Company or the new corporation, as the case may be) are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article 10 shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 16.02 if such
other Person shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article 10.

     Section 16.04. PRIOR PAYMENT OF SENIOR INDEBTEDNESS UPON ACCELERATION OF
SECURITIES. If the maturity of the Securities has been accelerated because of an
Event of Default, no payment or distribution shall be made to the Trustee or any
holder of Securities in respect of the principal of or interest on the
Securities (including, but not limited to, the redemption price with respect to
the Securities called for redemption in accordance with Section 14.02 or the
repurchase price with respect to the Securities submitted for repurchase in
accordance with Section 14.05 or Section 14.06 as the case may be, as provided
in this Indenture), except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 16.09, until all Senior
Indebtedness has been paid in full in cash or other payment satisfactory to the
holders of Senior Indebtedness or such acceleration is rescinded in accordance
with the terms of this Indenture. If payment of the Securities is accelerated
because of an Event of Default, the Company or, at the Company's request and
expense, the Trustee shall promptly notify holders of Senior Indebtedness of the
acceleration.

                                       95


     Section 16.05. PAYMENT OVER TO SENIOR INDEBTEDNESS. If, notwithstanding
Sections 16.02, 16.03 or 16.04, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities
(including, without limitation, by way of setoff or otherwise), prohibited by
Section 16.02, 16.03 or 16.04 shall be received by the Trustee or the holders of
the Securities before all Senior Indebtedness is paid in full in cash or other
payment satisfactory to the holders of such Senior Indebtedness, or provision is
made for such payment thereof in accordance with its terms in cash or other
payment satisfactory to the holders of such Senior Indebtedness, to the extent
that the Trustee or any holder of the Securities has acquired notice, by
whatever means, that all Senior Indebtedness has not been paid in full, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Senior Indebtedness or their
Representative or Representatives, as their respective interests may appear, as
calculated by the Company, for application to the payment of any Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash or other payment satisfactory to the holders of
such Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

     Nothing in Section 16.02, 16.03, 16.04 or this Section shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 6.06.

     Section 16.06. SUBROGATION OF SECURITIES. Subject to the payment in full of
all Senior Indebtedness, the rights of the holders of the Securities shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article 16 (equally
and ratably with the holders of all Indebtedness of the Company which by its
express terms is subordinated to other Indebtedness of the Company to
substantially the same extent as the Securities are subordinated and is entitled
to like rights of subrogation) to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal and interest on the Securities shall be paid in full, and, for the
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article 16 and no payment pursuant to the provisions of this Article 16, to
or for the benefit of the holders of Senior Indebtedness by holders of the
Securities or the Trustee, shall, as among the Company, its creditors other than
holders of Senior Indebtedness and the holders of the Securities, be deemed to
be a payment by the Company to or on account of the Senior Indebtedness, and no
payments or distributions of cash, property or securities to or for the benefit
of the holders of the Securities pursuant to the subrogation provisions of this
Article 16, which would otherwise have been paid to the holders of Senior
Indebtedness, shall, as among the Company and its

                                       96


creditors other than the holders of Securities, be deemed to be a payment by the
Company to or for the account of the Securities. It is understood that the
provisions of this Article 16 are intended solely for the purposes of defining
the relative rights of the holders of the Securities, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

     Section 16.07. PAYMENT OBLIGATIONS UNCONDITIONAL. Nothing contained in this
Article 16 or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as among the Company, its creditors other than the holders of
Senior Indebtedness, and the holders of the Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the holders of the
Securities the principal of and interest on the Securities as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the holders of the Securities and
creditors of the Company other than the holders of the Senior Indebtedness, nor
shall anything herein or therein prevent the Trustee or, subject to Section
5.04, the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article 16 of the holders of Senior Indebtedness in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

     Section 16.08. AUTHORIZATION TO EFFECT SUBORDINATION. Each holder of a
Security by the holder's acceptance thereof authorizes and directs the Trustee
on the holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 16 and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in the third paragraph of Section
5.02 hereof at least thirty (30) days before the expiration of the time to file
such claim, the holders of any Senior Indebtedness or their Representatives are
hereby authorized to file an appropriate claim for and on behalf of the holders
of the Securities.

     Section 16.09. NOTICE TO TRUSTEE. The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any paying agent of any fact known to the Company that would
prohibit the making of any payment of monies to or by the Trustee or any paying
agent in respect of the Securities pursuant to the provisions of this Article
16. Notwithstanding the provisions of this Article 16 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment of monies to or by
the Trustee in respect of the Securities pursuant to the provisions of this
Article 16, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office from the Company
(in the form of an Officers' Certificate) or a Representative or a holder or
holders of Senior Indebtedness, and before the receipt of any such written
notice, the Trustee,

                                       97


subject to the provisions of Section 6.01, shall be entitled in all respects to
assume that no such facts exist; PROVIDED that if on a date not less than one
Business Day prior to the date upon which by the terms hereof any such monies
may become payable for any purpose (including, without limitation, the payment
of the principal of, or premium, if any, or interest on any Security) the
Trustee shall not have received, with respect to such monies, the notice
provided for in this Section 16.09, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
apply monies received to the purpose for which they were received, and shall not
be affected by any notice to the contrary that may be received by it on or after
such prior date.

     Notwithstanding anything in this Article 16 to the contrary, nothing shall
prevent any payment by the Trustee to the Securityholders of monies deposited
with it pursuant to Section 11.01, if a Responsible Officer of the Trustee shall
not have received written notice at the Corporate Trust Office on or before one
Business Day prior to the date such payment is due that such payment is not
permitted under Section 16.01 or 16.02.

     The Trustee, subject to the provisions of Section 6.01, shall be entitled
to rely on the delivery to it of a written notice by a Representative or a
person representing himself to be a holder of Senior Indebtedness (or a trustee
on behalf of such holder) to establish that such notice has been given by a
Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. The Trustee shall not be required to make any payment or
distribution to or on behalf of a holder of Senior Indebtedness pursuant to this
Article 16 unless it has received satisfactory evidence as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article 16.

     Section 16.10. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS. The Trustee, in
its individual capacity, shall be entitled to all the rights set forth in this
Article 16 in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in Article
16 or elsewhere in this Indenture shall deprive the Trustee of any of its rights
as such holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 16, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 6.01, the Trustee shall not be liable to any holder of
Senior Indebtedness (i) for any failure to make any payments or distributions to
such holder or (ii) if it shall pay

                                       98


over or deliver money to holders of Securities, the Company or any other Person
in compliance with this Article 16.

     Section 16.11. NO IMPAIRMENT OF SUBORDINATION. No right of any present or
future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with. Senior
Indebtedness may be created, renewed or extended and holders of Senior
Indebtedness may exercise any rights under any instrument creating or evidencing
such Senior Indebtedness, including, without limitation, any waiver of default
thereunder, without any notice to or consent from the holders of the Securities
or the Trustee. No compromise, alteration, amendment, modification, extension,
renewal or other change of, or waiver, consent or other action in respect of,
any liability or obligation under or in respect of the Senior Indebtedness or
any terms or conditions of any instrument creating or evidencing such Senior
Indebtedness shall in any way alter or affect any of the provisions of this
Article 16 or the subordination of the Securities provided thereby.

     Section 16.12. CERTAIN CONVERSIONS NOT DEEMED PAYMENT. For the purposes of
this Article 16 only, (1) the issuance and delivery of Junior Securities upon
conversion of Securities in accordance with Article 15 and (2) the payment,
issuance or delivery of cash, property or securities upon conversion of a
Security as a result of any transaction specified in Section 15.06 shall not be
deemed to constitute a payment or distribution on account of the principal of or
interest on Securities or on account of the purchase or other acquisition of
Securities. For the purposes of this Section 16.12, the term "JUNIOR SECURITIES"
means (a) Common Stock of the Company or (b) securities of the Company that are
subordinated in right of payment to all Senior Indebtedness that may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article 16. Nothing contained in this
Article 16 or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as among the Company, its creditors (other than holders of Senior
Indebtedness) and the Securityholders, the right, which is absolute and
unconditional, of the Holder of any Security to convert such Security in
accordance with Article 15.

     Section 16.13. SUBORDINATION APPLICABLE TO PAYING AGENTS. If at any time
any paying agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "TRUSTEE" as used in this Article 16
shall (unless the context otherwise requires) be construed as extending to and
including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article 16 in addition to or
in

                                       99


place of the Trustee; PROVIDED that the first paragraph of Section 16.09 shall
not apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as paying agent.

     The Trustee shall not be responsible for the actions or inactions of any
other paying agents (including the Company if acting as its own paying agent)
and shall have no control of any funds held by such other paying agents.

     Section 16.14. SENIOR INDEBTEDNESS ENTITLED TO RELY. The holders of Senior
Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon the provisions of this Article 16, and no
amendment or modification of the provisions contained herein shall diminish the
rights of such holders unless such holders shall have agreed in writing thereto.

     Section 16.15. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT. Upon any payment or distribution of assets of the Company referred to in
this Article 16, the Trustee and the Securityholders shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in which
such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the
Securityholders, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 16.

                                       100


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.

                                     ANDREW CORPORATION


                                     By:   /s/ M. Jeffrey Gittelman
                                          ------------------------------------
                                           Name:   M. Jeffrey Gittelman
                                           Title:  Vice President & Treasurer

                                     BNY MIDWEST TRUST COMPANY,
                                       as Trustee


                                     By:   /s/ J. Bartolini
                                          ------------------------------------
                                           Name:   J. Bartolini
                                           Title:  Vice President



                                                                       EXHIBIT A

[Include the following legend only for Global Securities]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY) TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[Include the following legend only for Securities that are Restricted
Securities]

[THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER
RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OF THIS SECURITY, OR
ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR
(D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH
TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE
2(D) ABOVE), IT WILL FURNISH TO THE ISSUER OF, AND THE TRANSFER AGENT



FOR, THIS SECURITY, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (4) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE
EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE
OR UPON EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY
UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). THE
ISSUER AND THE TRANSFER AGENT FOR THIS SECURITY SHALL NOT REGISTER ANY TRANSFER
OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTION.]

                                       A-2


                               ANDREW CORPORATION

                  3 1/4% CONVERTIBLE SUBORDINATED NOTE DUE 2013

                                                              CUSIP: 034425 AA 6

No. __                                                                         $

     Andrew Corporation, a corporation duly organized and validly existing under
the laws of the State of Delaware (herein called the "COMPANY", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to__________ or its
registered assigns, [the principal sum of _________ DOLLARS](1) [the principal
sum set forth on Schedule I hereto](2) on August 15, 2013 at the office or
agency of the Company maintained for that purpose in accordance with the terms
of the Indenture, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts, and to pay interest, semiannually on February 15 and August 15 of each
year, commencing February 15, 2004, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum of 3 1/4%, from the
February 15 or August 15, as the case may be, next preceding the date of this
Security to which interest has been paid or duly provided for, unless the date
hereof is a date to which interest has been paid or duly provided for, in which
case from the date of this Security, or unless no interest has been paid or duly
provided for on the Securities, in which case from August 8, 2003, until payment
of said principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after any February 1 or August 1, as the case
may be, and before the following February 15 or August 15, this Security shall
bear interest from such February 15 or August 15; PROVIDED that if the Company
shall default in the payment of interest due on such February 15 or August 15,
then this Security shall bear interest from the next preceding February 15 or
August 15 to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for on such Security, from August 8,
2003. Except as otherwise provided in the Indenture, the Interest payable on the
Security pursuant to the Indenture on any February 15 or August 15 will be paid
to the Person entitled thereto as it appears in the Security Register at the
close of business on the record date, which shall be the February 1 or August 1
(whether or not a Business Day) next preceding such February 15 or August 15, as
provided in the Indenture; PROVIDED that any such interest not punctually paid
or duly provided for shall be payable as provided in the Indenture. The Company
shall pay interest (i) on any

- ----------
     (1) Include for definitive Securities.

     (2) Include for Global Security.

                                       A-3


Securities in certificated form by check mailed to the address of the Person
entitled thereto as it appears in the Security Register (PROVIDED that the
Securityholders with an aggregate principal amount in excess of $2,000,000
shall, at the written election of such Securityholders, be paid by wire transfer
of immediately available funds) or (ii) on any Global Security by wire transfer
of immediately available funds to the account of the Depositary or its nominee.

     The Company promises to pay interest on overdue principal, and (to the
extent that payment of such interest is enforceable under applicable law)
Interest at the rate of 4 1/4% per annum.

     Reference is made to the further provisions of this Security set forth on
the reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and Interest on the Securities to the prior payment in
full of all Senior Indebtedness, as defined in the Indenture, and provisions
giving the Securityholder the right to convert this Security into Common Stock
of the Company on the terms and subject to the limitations referred to on the
reverse hereof and as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

     This Security shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of the State of New York, without regard to conflicts
of laws principles thereof.

     This Security shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

                                       A-4


     IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed.

                                        ANDREW CORPORATION


                                        By:
                                            ------------------------------------
                                             Name:
                                             Title:


Attest:
By:
     ---------------------------------
     Name:
     Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities described in the within-named Indenture.

BNY MIDWEST TRUST COMPANY, as Trustee

By:
    ---------------------------------
      Authorized Signatory

Dated:

                                       A-5


                               REVERSE OF SECURITY

                               ANDREW CORPORATION

                  3 1/4% CONVERTIBLE SUBORDINATED NOTE DUE 2013

     This Security is one of a duly authorized issue of securities of the
Company, designated as its 3 1/4% Convertible Subordinated Notes Due 2013
(herein called the "SECURITIES"), limited in aggregate principal amount to
$240,000,000, issued and to be issued under and pursuant to an Indenture dated
as of August 8, 2003 (herein called the "INDENTURE"), between the Company and
BNY Midwest Trust Company, as trustee (herein called the "TRUSTEE"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Securityholders of the
Securities.

     In case an Event of Default shall have occurred and be continuing, the
principal of and accrued and unpaid Interest on all Securities may be declared
by either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Securities then outstanding, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of at least a majority in aggregate principal
amount of the Securities at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the Securityholders; PROVIDED that no such
supplemental indenture shall (i) extend the fixed maturity of any Security, or
reduce the rate or extend the time of payment of Interest thereon, or reduce the
principal amount thereof or reduce any amount payable upon redemption or
repurchase thereof, or change the obligation of the Company to redeem any
Security on a redemption date in a manner adverse to the Securityholders, or
change the obligation of the Company to repurchase any Security at the option of
a Securityholder on a Repurchase Date in a manner adverse to the
Securityholders, or change the obligation of the Company to repurchase any
Security upon the happening of a Designated Event in a manner adverse to the
Securityholders, or impair the right of any Securityholder to institute suit for
the payment thereof, or make the principal thereof or Interest payable in any
coin or currency other than that provided in the Securities, or impair the right
to convert the Securities into Common Stock or reduce the number of shares of
Common Stock or any other property receivable by a Securityholder upon
conversion subject to the terms set forth in the Indenture, including Section
15.06 thereof, or modify the provisions of the Indenture with

                                       A-6


respect to the subordination of Securities in a manner adverse to the
Securityholders in any material respect, in each case, without the consent of
the holder of each Security so affected, or modify any of the provisions of
Section 9.02 or Section 5.07 thereof, except to increase any such percentage or
to provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the holder of each Security so affected, or change
any obligation of the Company to maintain an office or agency in the places and
for the purposes set forth in Section 3.01 thereof, or reduce the quorum or
voting requirements set forth in Article 8 or (ii) reduce the aforesaid
percentage of Securities, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of all
Securities then outstanding. Subject to the provisions of the Indenture, the
holders of a majority in aggregate principal amount of the Securities at the
time outstanding may on behalf of the holders of all of the Securities waive any
past default or Event of Default under the Indenture and its consequences except
(A) a default in the payment of Interest, or the principal of, any of the
Securities, (B) a failure by the Company to convert any Securities into Common
Stock of the Company, (C) a default in the payment of the redemption price
pursuant to Article 14 of the Indenture, (D) a default in the payment of the
repurchase price pursuant to Article 14 of the Indenture, or (E) a default in
respect of a covenant or provisions of the Indenture which under Article 9 of
the Indenture cannot be modified or amended without the consent of the holders
of each or all Securities then outstanding or affected thereby. Any such consent
or waiver by the Securityholder of this Security (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Securityholder and upon
all future Securityholders and owners of this Security and any Securities which
may be issued in exchange or substitution hereof, irrespective of whether or not
any notation thereof is made upon this Security or such other Securities.

     The indebtedness evidenced by the Securities is, to the extent and in the
manner provided in the Indenture, expressly subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Company,
whether outstanding at the date of the Indenture or thereafter incurred, and
this Security is issued subject to the provisions of the Indenture with respect
to such subordination. Each holder of this Security, by accepting the same,
agrees to and shall be bound by such provisions and authorizes the Trustee on
its behalf to take such action as may be necessary or appropriate to effectuate
the subordination so provided and appoints the Trustee his attorney-in-fact for
such purpose.

     Subject to the subordination provisions of the Indenture, no reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and Interest on this Security at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.

                                       A-7


     Interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months.

     The Securities are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of $1,000. At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax,
assessment or other governmental charge that may be imposed in connection with
any registration or exchange of Securities, Securities may be exchanged for a
like aggregate principal amount of Securities of any other authorized
denominations.

     At any time on or after August 20, 2008 and prior to maturity, the
Securities may be redeemed at the option of the Company, in whole or in part, in
multiples of $1,000 principal amount, upon mailing a notice of such redemption
not less than 30 days but not more than 60 days before the redemption date to
the Securityholders at their last registered addresses, all as provided in the
Indenture, at a redemption price equal to 100% of the principal amount of
Securities being redeemed and accrued and unpaid Interest, to, but excluding,
the redemption date; PROVIDED that if the redemption date falls after a record
date and on or prior the corresponding interest payment date, then the Interest
payable on such interest payment date shall be paid to the holders of record of
such Securities on the applicable record date instead of the holders
surrendering such Securities for redemption on such date.

     The Company may not give notice of any redemption of the Securities if a
default in the payment of Interest on the Securities has occurred and is
continuing.

     The Securities are not subject to redemption through the operation of any
sinking fund.

     If a Designated Event occurs at any time prior to maturity of the
Securities, the Company shall become obligated to purchase, at the option of the
Securityholder, all or any portion of the Securities held by such
Securityholder, on a date specified by the Company not less than twenty (20) and
not more than thirty-five (35) business days after notice thereof at a
repurchase price of 100% of the principal amount, plus any accrued and unpaid
Interest, on such Security up to, but excluding, the Designated Event Repurchase
Date; PROVIDED that if the repurchase date falls after a record date and on or
prior the corresponding interest payment date, then the Interest payable on such
interest payment date shall be paid to the holders of record of such Securities
on the applicable record date instead of the holders surrendering such
Securities for repurchase on such date. The Securities will be subject to
repurchase in multiples of $1,000 principal amount. The Company shall mail to
all holders of record of the Securities a notice of the occurrence of a
Designated Event and of the repurchase right arising

                                       A-8


as a result thereof on or before the 15th day after the occurrence of such
Designated Event. To exercise such right, a Securityholder shall deliver to the
Company such Security with the form entitled "DESIGNATED EVENT REPURCHASE
NOTICE" on the reverse thereof duly completed, together with the Security, duly
endorsed for transfer, at any time prior to the close of business on the
Designated Event Repurchase Date, and shall deliver the Securities to the
Trustee (or other paying agent appointed by the Company) as set forth in the
Indenture.

     Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Securityholder, all or any
portion of the Securities held by such Securityholder on August 15, 2008 in
multiples of $1,000 principal amount at a repurchase price of 100% of the
principal amount, plus any accrued and unpaid Interest, on such Security up to
August 15, 2008. To exercise such right, a Securityholder shall deliver to the
Company such Security with the form entitled "REPURCHASE NOTICE" on the reverse
thereof duly completed, together with the Security, duly endorsed for transfer,
at any time from the opening of business on the date that is 20 Business Days
prior to August 15, 2008 until the close of business on August 15, 2008, and
shall deliver the Securities to the Trustee (or other paying agent appointed by
the Company) as set forth in the Indenture.

     Securityholders have the right to withdraw any Designated Event Repurchase
Notice or the Repurchase Notice, as the case may be, by delivering to the
Trustee (or other paying agent appointed by the Company) a written notice of
withdrawal up to the close of business on the Designated Event Repurchase Date
or the Repurchase Date, as the case may be, all as provided in the Indenture.

     If money or cash, sufficient to pay the repurchase price of all Securities
or portions thereof to be purchased as of the Designated Event Repurchase Date
or the Repurchase Date, as the case may be, is deposited with the Trustee (or
other paying agent appointed by the Company), on the Business Day following the
Designated Event Repurchase Date or the Repurchase Date, as the case may be,
interest will cease to accrue on such Securities (or portions thereof)
immediately after such Repurchase Date, and the holder thereof shall have no
other rights as such other than the right to receive the repurchase price upon
surrender of such Security.

     Subject to the occurrence of certain events and in compliance with the
provisions of the Indenture, prior to the final maturity date of the Securities,
the Securityholder hereof has the right, at its option, to convert each $1,000
principal amount of the Securities into 73.0482 shares of the Company's Common
Stock (a conversion price of approximately $13.69 per share), as such shares
shall be constituted at the date of conversion and subject to adjustment from
time to time as provided in the Indenture, upon surrender of this Security with
the form entitled "CONVERSION NOTICE" on the reverse thereof duly completed, to
the

                                       A-9


Company at the office or agency of the Company maintained for that purpose in
accordance with the terms of the Indenture, or at the option of such
Securityholder, the Corporate Trust Office, and, unless the shares issuable on
conversion are to be issued in the same name as this Security, duly endorsed by,
or accompanied by instruments of transfer in form satisfactory to the Company
duly executed by, the Securityholder or by his duly authorized attorney. The
Company will notify the Securityholder thereof of any event triggering the right
to convert the Securities as specified above in accordance with the Indenture.

     No adjustment in respect of Interest on any Security converted or dividends
on any shares issued upon conversion of such Security will be made upon any
conversion except as set forth in the next sentence. If this Security (or
portion hereof) is surrendered for conversion during the period from the close
of business on any record date for the payment of interest to the close of
business on the Business Day preceding the immediately following interest
payment date, this Security (or portion hereof being converted) must be
accompanied by payment, in immediately available funds or other funds acceptable
to the Company, of an amount equal to the Interest otherwise payable on such
interest payment date on the principal amount being converted; PROVIDED that no
such payment shall be required (1) if the Company has specified a redemption
date that is after a record date and prior to the next interest payment date,
(2) if the Company has specified a repurchase date following a Designated Event
that is during such period or (3) to the extent of any overdue Interest, if any
overdue Interest exists at the time of conversion with respect to such Security.

     No fractional shares will be issued upon any conversion, but an adjustment
and payment in cash will be made, as provided in the Indenture, in respect of
any fraction of a share which would otherwise be issuable upon the surrender of
any Security for conversion.

     A Security in respect of which a Securityholder is exercising its right to
require repurchase upon a Designated Event or repurchase on a Repurchase Date
may be converted only if such Securityholder withdraws its election to exercise
either such right in accordance with the terms of the Indenture.

     Any Securities called for redemption, unless surrendered for conversion by
the Securityholders thereof on or before the close of business on the Business
Day preceding the redemption date, may be deemed to be redeemed from the holders
of such Securities for an amount equal to the applicable redemption price,
together with accrued but unpaid Interest to, but excluding, the date fixed for
redemption, by one or more investment banks or other purchasers who may agree
with the Company (i) to purchase such Securities from the holders thereof and
convert them into shares of the Company's Common Stock and (ii) to make payment
for such Securities as aforesaid to the Trustee in trust for the
Securityholders.

                                      A-10


     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, a new Security or Securities of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange thereof, subject to the limitations provided in the
Indenture, without charge except for any tax, assessment or other governmental
charge imposed in connection therewith.

     The Company, the Trustee, any authenticating agent, any paying agent, any
conversion agent and any Security Registrar may deem and treat the registered
holder hereof as the absolute owner of this Security (whether or not this
Security shall be overdue and notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or any Security Registrar)
for the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any paying agent nor other
conversion agent nor any Security Registrar shall be affected by any notice to
the contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, satisfy and discharge liability
for monies payable on this Security.

     No recourse for the payment of the principal of or Interest on this
Security, or for any claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or any supplemental indenture or in any Security, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer or director or subsidiary,
as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     Terms used in this Security and defined in the Indenture are used herein as
therein defined.

                                      A-11


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription of the face of
this Security, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM -  as tenants in common             UNIF GIFT MIN ACT -___ Custodian ___
TEN ENT -  as tenant by the entireties      (Cust)   (Minor)
JT TEN -   as joint tenants with right of   under Uniform Gifts to Minors Act
           survivorship and not as
           tenants in common                ____________________________
                                                    (State)

     Additional abbreviations may also be used though not in the above list.



                                CONVERSION NOTICE

TO:  ANDREW CORPORATION
     BNY MIDWEST TRUST COMPANY

     The undersigned registered owner of this Security hereby irrevocably
exercises the option to convert this Security, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, into shares of Common Stock of
Andrew Corporation in accordance with the terms of the Indenture referred to in
this Security, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. If shares or any portion of
this Security not converted are to be issued in the name of a person other than
the undersigned, the undersigned will provide the appropriate information below
and pay all transfer taxes payable with respect thereto. Any amount required to
be paid by the undersigned on account of interest, accompanies this Security.

Dated:
      ----------------------

                                         ------------------------------


                                         ------------------------------
                                         Signature(s)


                                         Signature(s) must be guaranteed by an
                                         "ELIGIBLE GUARANTOR INSTITUTION"
                                         meeting the requirements of the
                                         Security Registrar, which requirements
                                         include membership or participation in
                                         the Security Transfer Agent Medallion
                                         Program ("STAMP") or such other
                                         "SIGNATURE GUARANTEE PROGRAM" as may be
                                         determined by the Security Registrar in
                                         addition to, or in substitution for,
                                         STAMP, all in accordance with the
                                         Securities Exchange Act of 1934, as
                                         amended.


                                         ------------------------------
                                         Signature Guarantee



     Fill in the registration of shares of Common Stock if to be issued, and
Securities if to be delivered, other than to and in the name of the registered
holder:

- --------------------------
(Name)


- ------------------------------
(Street Address)


- ------------------------------
(City, State and Zip Code)


- ------------------------------
Please print name and address

Principal amount to be converted
(if less than all):

$-----------------------------

Social Security or Other Taxpayer
 Identification Number:


- ------------------------------



                       DESIGNATED EVENT REPURCHASE NOTICE

TO:  ANDREW CORPORATION
     BNY MIDWEST TRUST COMPANY

The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Andrew Corporation (the "COMPANY")
regarding the right of Securityholders to elect to require the Company to
repurchase the Securities upon the occurrence of a Designated Event with respect
to the Company and requests and instructs the Company to repurchase this
Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms and conditions of the
Indenture at the price of 100% of such entire principal amount or portion
thereof, together with accrued and unpaid Interest to, but excluding, the
Designated Event Repurchase Date, to the registered Securityholder hereof.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture.

     Dated:

     Signature(s):

     NOTICE: The above signatures of the holder(s) hereof must correspond with
the name as written upon the face of the Security in every particular without
alteration or enlargement or any change whatever.

     Security Certificate Number (if applicable):

     Principal amount to be repurchased (if less than all):

     Social Security or Other Taxpayer Identification Number:



                                REPURCHASE NOTICE

TO:  ANDREW CORPORATION
     BNY MIDWEST TRUST COMPANY

The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Andrew Corporation (the "COMPANY")
regarding the right of Securityholders to elect to require the Company to
repurchase the Securities and requests and instructs the Company to repurchase
this Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms and conditions of the
Indenture at the price of 100% of such entire principal amount or portion
thereof, together with accrued and unpaid Interest to, but excluding, the
Repurchase Date, to the registered holder hereof. Capitalized terms used herein
but not defined shall have the meanings ascribed to such terms in the Indenture.

     Dated:

     Signature(s):

     NOTICE: The above signatures of the Securityholder(s) hereof must
correspond with the name as written upon the face of the Security in every
particular without alteration or enlargement or any change whatever.

     Security Certificate Number (if applicable):

     Principal amount to be repurchased (if less than all):

     Social Security or Other Taxpayer Identification Number:



                                   ASSIGNMENT

     For value received ______________________________hereby sell(s) assign(s)
and transfer(s) unto ___________________________________ (Please insert social
security or other Taxpayer Identification Number of assignee) the within
Security, and hereby irrevocably constitutes and appoints
______________________________________ attorney to transfer said Security on the
books of the Company, with full power of substitution in the premises.

     In connection with any transfer of the Security prior to the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision) (other than any transfer pursuant to
a registration statement that has been declared effective under the Securities
Act), the undersigned confirms that such Security is being transferred:

     / /  To Andrew Corporation or a subsidiary thereof; or

     / /  To a "QUALIFIED INSTITUTIONAL BUYER" in compliance with Rule
          144A under the Securities Act of 1933, as amended; or

     / /  Pursuant to and in compliance with Rule 144 under the Securities Act
          of 1933, as amended; or

     / /  Pursuant to a Registration Statement which has been declared effective
          under the Securities Act of 1933, as amended, and which continues to
          be effective at the time of transfer;

and unless the Security has been transferred to Andrew Corporation or a
subsidiary thereof, the undersigned confirms that such Security is not being
transferred to an "AFFILIATE" of the Company as defined in Rule 144 under the
Securities Act of 1933, as amended.

     UNLESS ONE OF THE BOXES IS CHECKED, THE TRUSTEE WILL REFUSE TO REGISTER ANY
OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IN THE NAME OF ANY PERSON OTHER
THAN THE REGISTERED HOLDER THEREOF.

Dated:
      ----------------------


                                               ------------------------------

                                               ------------------------------
                                               Signature(s)



                                               Signature(s) must be guaranteed
                                               by an "ELIGIBLE GUARANTOR
                                               INSTITUTION" meeting the
                                               requirements of the Security
                                               Registrar, which requirements
                                               include membership or
                                               participation in the Security
                                               Transfer Agent Medallion Program
                                               ("STAMP") or such other
                                               "SIGNATURE GUARANTEE PROGRAM" as
                                               may be determined by the Security
                                               Registrar in addition to, or in
                                               substitution for, STAMP, all in
                                               accordance with the Securities
                                               Exchange Act of 1934, as amended.

                                               ------------------------------
                                               Signature Guarantee

NOTICE: The signature on the Conversion Notice, the Designated Event Repurchase
Notice, the Repurchase Notice or the Assignment must correspond with the name as
written upon the face of the Security in every particular without alteration or
enlargement or any change whatever.



                                                                   Schedule I(3)


                               ANDREW CORPORATION
                3 1/4% Convertible Subordinated Security Due 2013

No.  _______




                                         Notation Explaining Principal         Authorized Signature
Date      Principal Amount               Amount Recorded                       of Trustee or
                                                                               Custodian
                                                                         








- ----------
     (3) Include for Global Securities only.

EX-4.8

                                                                    Exhibit 4.8

                          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.

                                        2


     "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 31/4% 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.

                                        3


     "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

                                        4


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

                                        5


     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

                                        6


          (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       the date the Company performs its
                 to perform its obligations under                obligations set forth in Section 2(d)(i)
                 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        termination of the Deferral Period that
                 of Deferral Periods in any period exceeds       caused the limit on the aggregate duration
                 the number of days permitted by Section         of Deferral Periods to be exceeded
                 3(h)

(vi)             the date of commencement of a Deferral          termination of the Deferral Period that
                 Period that causes the number of Deferral       caused the number of Deferral Periods to
                 Periods to exceed the number permitted by       exceed the number permitted by Section 3(h)
                 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.

                                        7


     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

                                       8


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

                                        9


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

                                       10


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

                                       11


     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

                                       12


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

                                       13


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

                                       14


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

                                       15


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")

                                       16


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.

                                       17


     (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

                                       18


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

                                       19


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

                                       20


                    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.

                                       21


     (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

                                       22


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.

                                       23


     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

                                       24


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

                                       25

EX-5.1

                                                                     Exhibit 5.1

                          GARDNER CARTON & DOUGLAS LLP
                         191 N. WACKER DRIVE, SUITE 3700
                          CHICAGO, ILLINOIS 60606-1698


                                October 27, 2003


Andrew Corporation
10500 West 153rd Street
Orland Park, Illinois 60462

     Re:  Registration Statement on Form S-3
          ----------------------------------

Ladies and Gentlemen:

     We have acted as counsel for Andrew Corporation, a Delaware corporation
(the "Company"), in connection with the proposed sale by certain securityholders
of the Company referred to in the prospectus (the "Prospectus") forming a part
of the Registration Statement filed on the date hereof with the Securities and
Exchange Commission (the "Commission") on Form S-3 (the "Registration
Statement") of up to (i) $240,000,000 aggregate principal amount of the
Company's 3-1/4% Convertible Subordinated Notes due 2013 (the "Notes"), and (ii)
subject to adjustment as provided in the Indenture (as defined herein),
17,531,568 shares of Common Stock, $0.01 par value per share, of the Company
into which the Notes may be converted (the "Shares"). The Notes and Shares are
collectively referred to herein as the "Securities."

     The Notes were issued pursuant to an Indenture dated as of August 8, 2003
(the "Indenture") between the Company and BNY Midwest Trust Company, as trustee.
The Notes were issued and sold on August 8, 2003 and August 18, 2003 to Morgan
Stanley & Co. Incorporated, Banc of America Securities LLC, Citigroup Global
Markets Inc., Credit Suisse First Boston LLC and U.S. Bancorp Piper Jaffray
Inc., as initial purchasers (the "Initial Purchasers"), without registration
under the Act, and were offered and sold by the Initial Purchasers to "qualified
institutional buyers" as defined in and in reliance on Rule 144A under the
Securities Act of 1933, as amended.

     In connection with the foregoing, we have examined the Registration
Statement, the Prospectus, the Indenture and the form of Notes attached as
exhibits to the Indenture, and the Purchase Agreement dated August 5, 2003 among
the Company and the Initial Purchasers with respect to the issuance and sale by
the Company and the purchase by the Initial Purchasers of the Notes. We also
have examined originals or copies, certified or otherwise identified to our



Andrew Corporation
October 27, 2003
Page 2

satisfaction, of such corporate records, certificates and other documents and
have made such investigations of law as we have deemed necessary or appropriate
as a basis for the opinions expressed below.

     Based upon and subject to the foregoing, and the other qualifications and
limitations contained herein, and after (a) the Commission shall have entered an
appropriate order declaring effective the Registration Statement, as amended,
and (b) the Securities have, if required, been duly qualified or registered, as
the case may be, for sale under applicable state securities laws, we are of the
opinion that (i) the Shares have been duly authorized and, when issued upon
conversion of the Notes in accordance with the terms of the Notes, will be
validly issued, fully paid and non-assessable, and (ii) the Notes have been duly
authorized and constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally and equitable principles of general applicability.

     We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission thereunder.


                                            Very truly yours,


                                            /s/ GARDNER CARTON & DOUGLAS LLP

EX-12.1

                                                                    Exhibit 12.1

                               ANDREW CORPORATION
             RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)




                                                                                                                   NINE MONTHS
                                                   AS OF OR FOR THE YEAR ENDED SEPTEMBER 30                       ENDED JUNE 30
                                          1998          1999          2000         2001          2002          2002          2003
                                        ---------------------------------------------------------------      ----------------------
                                                                                                        
Income from Continuing Operations
 Before Income Taxes                     161,449       52,134       129,139      101,392        13,070         39,575        15,140

Minority Interest (Income) Expense          (313)         (88)        1,981       (2,422)         (316)          (316)            -
Loss from equity Investments                 775        1,374         3,626          618           134              -             -
Fixed Charges                              8,984        8,861        12,267       11,158         8,824          6,514         5,825
                                        --------------------------------------------------------------       ----------------------
ADJUSTED EARNINGS                        170,895       62,281       147,013      110,746        21,712         45,773        20,965

FIXED CHARGES
Interest Expense                           6,060        5,329         8,862        7,413         5,079          3,842         2,648
Rent Expense (1)                           2,924        3,532         3,405        3,745         3,745          2,672         3,177
Preferred Stock Dividend                       -            -             -                                         -             -
                                        --------------------------------------------------------------       ----------------------
FIXED CHARGES                              8,984        8,861        12,267       11,158         8,824          6,514         5,825

RATIO OF EARNINGS TO FIXED CHARGES          19.0          7.0          12.0          9.9           2.5 (2)        7.0           3.6


(1) Rent included in this computation consist of one-third of rental expense
which Andrew believes to be a conservative estimate of the interest component of
rent expense

(2) Fiscal year 2002 includes a fourth quarter charge of $36 million for
restructuring

EX-23.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

        We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) for to the registration of $240 million of convertible notes and to the incorporation by reference therein of our report dated October 18, 2002, with respect to the consolidated financial statements of Andrew Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended September 30, 2002 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission.

/s/  ERNST & YOUNG LLP

Chicago, IL
October 27, 2003

QuickLinks

CONSENT OF INDEPENDENT AUDITORS

EX-23.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

        We consent to the incorporation by reference in this Registration Statement of Andrew Corporation on Form S-3 of our report dated February 6, 2003 (except for Note 14 which is as of February 18, 2003) relating to the consolidated financial statements and financial statement schedule of Allen Telecom Inc. as of December 31, 2002 and 2001 and for the three years in the period ended December 31, 2002, (which report expresses an unqualified opinion and includes an explanatory paragraph referring to Allen's change in the method of accounting for goodwill and intangible assets, and an explanatory paragraph describing the subsequent event transaction with Andrew Corporation), appearing in the Annual Report on Form 10-K of Allen Telecom Inc. for the year ended December 31, 2002. We also consent to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

/s/  DELOITTE & TOUCHE LLP

Cleveland, Ohio
October 27, 2003

QuickLinks

INDEPENDENT AUDITORS' CONSENT

EX-23.3

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Andrew Corporation of our report dated July 11, 2002 relating to the financial statements of Lucent Technologies Inc.'s FreshStart Amplifier Venture, which appears in the Current Report on Form 8-K/A of Andrew Corporation dated August 6, 2002. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/  PRICEWATERHOUSECOOPERS LLP

Florham Park, New Jersey
October 27, 2003

QuickLinks

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-25.1

                                                                    Exhibit 25.1

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2)  / /

                                   ----------

                            BNY MIDWEST TRUST COMPANY
                 (formerly known as CTC Illinois Trust Company)
               (Exact name of trustee as specified in its charter)

Illinois                                                  36-3800435
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

2 North LaSalle Street
Suite 1020
Chicago, Illinois                                         60602
(Address of principal executive offices)                  (Zip code)

                                   ----------

                               ANDREW CORPORATION
               (Exact name of obligor as specified in its charter)
Delaware                                                  36-2092797
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

10500 West 153rd Street
Orland Park, Illinois                                     60462
(Address of principal executive offices)                  (Zip code)

                                   ----------

            3 1/4% Convertible Subordinated Notes Due August 15, 2013
                       (Title of the indenture securities)

================================================================================



1.   GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.



- -----------------------------------------------------------------------------------------
                Name                                            Address
- -----------------------------------------------------------------------------------------
                                                 
     Office of Banks & Trust Companies of           500 E. Monroe Street
     the State of Illinois                          Springfield, Illinois 62701-1532

     Federal Reserve Bank of Chicago                230 S. LaSalle Street
                                                    Chicago, Illinois 60603


     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(d).

     1.   A copy of Articles of Incorporation of BNY Midwest Trust Company
          (formerly CTC Illinois Trust Company, formerly Continental Trust
          Company) as now in effect. (Exhibit 1 to Form T-1 filed with the
          Registration Statement No. 333-47688.)

     2,3. A copy of the Certificate of Authority of the Trustee as now in
          effect, which contains the authority to commence business and a grant
          of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1
          filed with the Registration Statement No. 333-47688.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with the Registration Statement No. 333-47688.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with the Registration Statement No.
          333-47688.)

                                       -2-


     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                       -3-


                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust
Company, a corporation organized and existing under the laws of the State of
Illinois, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 24th day of October, 2003.


                                    BNY Midwest Trust Company


                                    By: /S/     C. POTTER
                                      ------------------------------------------
                                        Name:   C. POTTER
                                        Title:  ASSISTANT VICE PRESIDENT

                                       -4-


                         OFFICE OF BANKS AND REAL ESTATE
                       BUREAU OF BANKS AND TRUST COMPANIES

                        CONSOLIDATED REPORT OF CONDITION
                                       OF

                            BNY MIDWEST TRUST COMPANY
                             2 NORTH LaSALLE STREET
                                   SUITE 1020
                             CHICAGO, ILLINOIS 60602

Including the institution's domestic and foreign subsidiaries completed as of
the close of business on June 30, 2003, submitted in response to the call of the
Office of Banks and Real Estate of the State of Illinois.



                                   ASSETS                                            THOUSANDS OF DOLLARS
                                   ------                                            --------------------
                                                                                        
ARTICLE 1.  Cash and Due from Depository Institutions......................                 28,746

ARTICLE 2.  U.S. Treasury Securities.......................................                  - 0 -

ARTICLE 3.  Obligations of States and Political Subdivisions...............                  - 0 -

ARTICLE 4.  Other Bonds, Notes and Debentures..............................                  - 0 -

ARTICLE 5.  Corporate Stock................................................                  - 0 -

ARTICLE 6.  Trust Company  Premises,  Furniture,  Fixtures and Other
            Assets Representing Trust Company Premises.....................                    831

ARTICLE 7.  Leases and Lease Financing Receivables.........................                  - 0 -

ARTICLE 8.  Accounts Receivable............................................                  4,538

ARTICLE 9.  Other Assets...................................................

            (Itemize amounts greater than 15% of Line 9)

                  GOODWILL ..........................................86,813

                                                                                            86,881

ARTICLE 10. TOTAL ASSETS...................................................                120,996


                                       -5-


                         OFFICE OF BANKS AND REAL ESTATE
                       BUREAU OF BANKS AND TRUST COMPANIES

                        CONSOLIDATED REPORT OF CONDITION
                                       OF

                            BNY MIDWEST TRUST COMPANY
                             2 NORTH LaSALLE STREET
                                   SUITE 1020
                             CHICAGO, ILLINOIS 60602



                                  LIABILITIES                                           THOUSANDS OF DOLLARS
                                  -----------                                           --------------------
                                                                                            
ARTICLE 11. Accounts Payable...............................................                        14

ARTICLE 12. Taxes Payable..................................................                     - 0 -

ARTICLE 13. Other Liabilities for Borrowed Money...........................                    25,425

ARTICLE 14. Other Liabilities..............................................

            (Itemize amounts greater than 15% of Line 14)

                   Taxes Payable to Parent Company....................5,181
                   Reserve for Taxes..................................3,991
                                                                                                9,480


                                       -6-


                                                                                            
ARTICLE 15. TOTAL LIABILITIES
                                                                                               34,919



                                 EQUITY CAPITAL
                                 --------------
                                                                                           
ARTICLE 16. Preferred Stock................................................                     - 0 -

ARTICLE 17. Common Stock...................................................                     2,000

ARTICLE 18. Surplus........................................................                    62,130

ARTICLE 19. Reserve for Operating Expenses.................................                     - 0 -

ARTICLE 20. Retained Earnings (Loss).......................................                    21,947

ARTICLE 21. TOTAL EQUITY CAPITAL...........................................                    86,077

ARTICLE 22. TOTAL LIABILITIES AND EQUITY CAPITAL...........................                   120,996


                                       -7-


I, Keith A. Mica, Vice President
   -----------------------------------------------------------------------------
              (Name and Title of Officer Authorized to Sign Report)
of BNY Midwest Trust Company certify that the information contained in this
statement is accurate to the best of my knowledge and belief. I understand that
submission of false information with the intention to deceive the Commissioner
or his Administrative officers is a felony.


                                /s/ Keith A. Mica
               ---------------------------------------------------
                (Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me this 29th day of July, 2003. My Commission
expires May 15, 2007.


                                     /s/ Joseph A. Giacobino, Notary Public
                                    ------------------------

(Notary Seal)


Person to whom Supervisory Staff should direct questions concerning this report.

          Christine Anderson                            (212) 437-5984
- -----------------------------------------    -----------------------------------
                 Name                            Telephone Number (Extension)

                                       -8-