AGREEMENT AND PLAN OF MERGER by and among CELIANT CORPORATION, ANDREW CORPORATIONAgreement and Plan of Merger • June 13th, 2002 • Andrew Corp • Drawing & insulating of nonferrous wire • Delaware
AMONGRegistration Rights Agreement • October 28th, 2003 • Andrew Corp • Drawing & insulating of nonferrous wire • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 1, 1997Credit Agreement • December 23rd, 1997 • Andrew Corp • Drawing & insulating of nonferrous wire • Illinois
SECOND AMENDMENT DATED AS OF SEPTEMBER 29, 1995 TO CREDIT AGREEMENT DATED AS OF JUNE 16, 1993Credit Agreement • December 22nd, 1995 • Andrew Corp • Radio & tv broadcasting & communications equipment • Illinois
ANDREW CORPORATION and HARRIS TRUST AND SAVINGS BANK, Rights Agent Rights Agreement Dated as of November 14, 1996Rights Agreement • November 26th, 1996 • Andrew Corp • Drawing & insulating of nonferrous wire • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 12th, 1996 • Andrew Corp • Radio & tv broadcasting & communications equipment • Delaware
August 8, 2003 3 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2013Andrew Corp • October 28th, 2003 • Drawing & insulating of nonferrous wire • New York
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 PURCHASERSRegistration Rights Agreement • January 10th, 2008 • Andrew Corp • Drawing & insulating of nonferrous wire • New York
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.
ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENTExecutive Severance Benefit Plan Agreement • August 13th, 2004 • Andrew Corp • Drawing & insulating of nonferrous wire
WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and
Exhibit 10.9 ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT THIS AGREEMENT made as of 9 October 2000, between Andrew Corporation, a Delaware corporation (the "Company"), and Gregory F. Maruszak (the "Executive"). W I T N E S S E T H: 1....Executive Severance Benefit Plan Agreement • December 21st, 2000 • Andrew Corp • Drawing & insulating of nonferrous wire
SHARES ANDREW CORPORATION COMMON STOCK, $.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2004 • Andrew Corp • Drawing & insulating of nonferrous wire • New York
The opinion of Gardner Carton & Douglas LLP, outside counsel for the Company, to be delivered pursuant to Section 5(c) of the Underwriting Agreement shall be to the effect that:
R E C I T A L S:Credit Agreement • December 22nd, 1995 • Andrew Corp • Radio & tv broadcasting & communications equipment • Illinois
WITNESSETHLender Assignment Agreement • August 13th, 1998 • Andrew Corp • Drawing & insulating of nonferrous wire
ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENTExecutive Severance Benefit Plan Agreement • August 13th, 2004 • Andrew Corp • Drawing & insulating of nonferrous wire
WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and
MANUFACTURING SUPPLY AGREEMENT BETWEEN ANDREW CORPORATION AND ANDREW TELECOMMUNICATION PRODUCTS S.R.L. AND ELCOTEQ NETWORK S.A.Supply Agreement • December 13th, 2006 • Andrew Corp • Drawing & insulating of nonferrous wire • Illinois
THIS MANUFACTURING SUPPLY AGREEMENT (this “Agreement”) is entered into this 14th day of September, 2006, (the “Effective Date”) by Andrew Corporation, a Delaware corporation, having a principal place of business at 3 Westbrook Corporate Center, Suite 900, Westchester, IL 60154, United States of America (“Company”), Andrew Telecommunication Products s.r.l., an Italian corporation, having a principal place of business at Via Archimede, Agrate, Brianza 20041, Italy, and Elcoteq Network S.A., a Luxemburg corporation having a principal place of business at 69A, Boulevard de la Petrusse, L-2320 Luxemburg (“Supplier”) (collectively, the “Parties” and each a “Party”).
RECITALSAndrew Corporation Registration Rights Agreement • August 19th, 2002 • Andrew Corp • Drawing & insulating of nonferrous wire • Delaware
PURCHASE AND SALE AGREEMENT BY AND AMONG ANDREW CORPORATION, ANDREW CANADA INC., ANDREW LIMITED, ANDREW HOLDINGS (GERMANY) GMBH AND ASC SIGNAL CORPORATION DATED AS OF NOVEMBER 5, 2007 SALE OF ANDREW SATELLITE COMMUNICATIONS GROUPPurchase and Sale Agreement • November 8th, 2007 • Andrew Corp • Drawing & insulating of nonferrous wire • Illinois
THIS PURCHASE AND SALE AGREEMENT is made as of the 5th day of November, 2007, by and among ASC Signal Corporation, a corporation incorporated under the laws of Delaware (the “Purchaser”), Andrew Corporation, a Delaware corporation (“Andrew”), Andrew Canada Inc., Andrew Limited, Andrew Holdings (Germany) GmbH, (each a “Seller”, and collectively with Andrew, the “Sellers”). Certain capitalized terms used herein are defined in Article I.
AGREEMENT AND PLAN OF MERGER BY AND AMONG COMMSCOPE, INC., DJROSS, INC. AND ANDREW CORPORATION DATED AS OF JUNE 26, 2007Agreement and Plan of Merger • June 27th, 2007 • Andrew Corp • Drawing & insulating of nonferrous wire • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 26, 2007, by and among CommScope, Inc., a Delaware corporation (“Parent”), DJRoss, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Andrew Corporation, a Delaware corporation (“Andrew”).
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks EXHIBIT 10(a)(e) ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT THIS AGREEMENT made as of 14 July 1999, between Andrew Corporation, a Delaware corporation (the...Severance Benefit Plan Agreement • December 21st, 1999 • Andrew Corp • Drawing & insulating of nonferrous wire
AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATEAgreement for Purchase and Sale of Real Estate • December 2nd, 2005 • Andrew Corp • Drawing & insulating of nonferrous wire • Illinois
THIS AGREEMENT, made and entered into as of this 25th day of August, 2005, being the last date of execution hereof as set forth beneath the signatures below (the “Effective Date”) by and between ANDREW CORPORATION, an Illinois corporation (“Seller”), and KIMBALL HILL SUBURBAN CENTERS, L.L.C., an Illinois limited liability company, (“Purchaser”).
ASSET PURCHASE AGREEMENT between ANDREW CORPORATION, as the Buyer, and EMS TECHNOLOGIES, INC., as the Seller, Dated as of October 31, 2006Asset Purchase Agreement • December 13th, 2006 • Andrew Corp • Drawing & insulating of nonferrous wire • New York
This ASSET PURCHASE AGREEMENT, dated as of October 31, 2006 (this “Agreement”), is between ANDREW CORPORATION, a Delaware corporation (the “Buyer”), and EMS TECHNOLOGIES, INC., a Georgia corporation (the “Seller”). Each of the Buyer and the Seller is referred to individually in this Agreement as a “Party” and collectively as the “Parties.”
PERFORMANCE CASH AGREEMENT ANDREW CORPORATION MANAGEMENT INCENTIVE PLANPerformance Cash Agreement • November 22nd, 2005 • Andrew Corp • Drawing & insulating of nonferrous wire • Illinois
THIS AGREEMENT is made as of the day of 2005 between ANDREW CORPORATION, a Delaware corporation (the “Company”), and (the “Participant”).
ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENTExecutive Severance Benefit Plan Agreement • December 22nd, 2003 • Andrew Corp • Drawing & insulating of nonferrous wire
THIS AGREEMENT made as of October 7, 2003, between Andrew Corporation, a Delaware corporation (the “Company”), and J. C. Huang (the “Executive”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 31st, 2007 • Andrew Corp • Drawing & insulating of nonferrous wire • Illinois
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, effective as of June 30, 2007 (the “Amendment”), is entered into among (i) ANDREW CORPORATION, a Delaware corporation (the “Company”), and the Designated Subsidiaries of the Company that are parties thereto (together with the Company, the “Borrowers”), (ii) the undersigned financial institutions, and (iii) BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (the “Administrative Agent”) for the Lenders and as L/C Issuer.
Employment Agreement—between Andrew Corporation and Ralph Faison EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2002 • Andrew Corp • Drawing & insulating of nonferrous wire • Illinois
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 4th day of June, 2002 among ANDREW CORPORATION, a Delaware corporation having its principal office at 10500 West 153rd Street, Orland Park, Illinois 60462 (the "Company"), RALPH E. FAISON, an individual residing at 19 North Stough Avenue, Hinsdale, Illinois 60521 (the "Executive") and CELIANT CORPORATION, a Delaware corporation having its principal office at 40 Technology Drive, Warren, New Jersey 07059 ("Celiant").
January 25, 2002 Ralph Faison President & CEO Celiant Corporation 40 Technology Drive Warren, NJ 07059 Re: Amendment of Lucent/Celiant Supply Agreement Dear Ralph:Andrew Corp • August 14th, 2002 • Drawing & insulating of nonferrous wire
This letter serves to summarize the requested and agreed upon changes to our supply agreement. Together, our companies will amend the existing supply agreement to reflect the following modifications:
ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENTExecutive Severance Benefit Plan Agreement • August 13th, 2004 • Andrew Corp • Drawing & insulating of nonferrous wire
WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 10 Material Contracts—Credit Agreement Dated 17 March 2000 Between Andrew Corporation and Certain Commercial Lenders...Credit Agreement • May 12th, 2000 • Andrew Corp • Drawing & insulating of nonferrous wire
INDUSTRIAL BUILDING LEASEIndustrial Building Lease • November 23rd, 2005 • Andrew Corp • Drawing & insulating of nonferrous wire • Illinois
This is a net Lease for an initial term of fifteen (15) years and two (2) months commencing at 12:01 a.m. on November 18, 2006, or such later date that the warehouse portion of the Leased Premises are Substantially Completed (as defined in Section 29).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 31st, 2005 • Andrew Corp • Drawing & insulating of nonferrous wire • Delaware
THIS FIRST AMENDMENT (the “Amendment”) dated October 26, 2005 is executed by and between Andrew Corporation, a Delaware corporation (the “Company”) and Computershare Investor Services LLC as successor Rights Agent (the “Rights Agent”) and hereby amends the Rights Agreement (the “Rights Agreement”) dated as of November 14, 1996, between the Company and Harris Trust and Savings Bank.
ANDREW CORPORATION MANAGEMENT INCENTIVE PROGRAMStock Option Agreement • November 19th, 2004 • Andrew Corp • Drawing & insulating of nonferrous wire
THIS AGREEMENT is made as of the th day of , 200 (the “Grant Date”) between ANDREW CORPORATION, a Delaware corporation (the “Company”), and (the “Optionee”).
FS Corp. Supply AgreementSupply Agreement • August 14th, 2002 • Andrew Corp • Drawing & insulating of nonferrous wire • New Jersey
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • June 1st, 2006 • Andrew Corp • Drawing & insulating of nonferrous wire
SECOND AMENDMENT, dated as of May 30, 2006, to the Rights Agreement, dated as of November 14, 1996, as amended by the First Amendment to the Rights Agreement dated as of October 26, 2005, by and between Andrew Corporation (the “Company”) and Computershare Investor Services LLC as successor Rights Agent (the “Rights Agent”) (as heretofore amended, the “Rights Agreement”).
Void after 5:00 P.M., Central Time, on January 16, 2008 WARRANT TO PURCHASE COMMON STOCK ANDREW CORPORATIONAndrew Corp • February 3rd, 2004 • Drawing & insulating of nonferrous wire • Delaware
This is to certify that, FOR VALUE RECEIVED, TruePosition, Inc. (“Holder”) is entitled to purchase, subject to the provisions of this Warrant (as defined herein), from ANDREW CORPORATION (the “Company”), at any time until 5:00 P.M., Central Time, on January 16, 2008 (“Expiration Date”), One Million (1,000,000) shares (“Shares”) of the Company’s Common Stock, $.01 par value per share (“Common Stock”). The exercise price of the Warrant shall be $17.70 per Share (“Exercise Price”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 20th, 2006 • Andrew Corp • Drawing & insulating of nonferrous wire • Illinois
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 16, 2006 (the “Amendment”), is entered into among (i) ANDREW CORPORATION, a Delaware corporation (the “Company”), and the Designated Subsidiaries of the Company that are parties thereto (together with the Company, the “Borrowers”), (ii) the undersigned financial institutions, and (iii) BANK OF AMERICA, NATIONAL ASSOCIATION (“Bank of America”), as administrative agent (the “Administrative Agent”) for the Lenders and as L/C Issuer.
