AGREEMENT AND PLAN OF MERGER

BY AND AMONG

ADC TELECOMMUNICATIONS, INC.,

HAZELTINE MERGER SUB, INC.

AND

ANDREW CORPORATION

DATED AS OF MAY 30, 2006

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of May 30, 2006, by and among ADC Telecommunications, Inc., a Minnesota corporation (ADC), Hazeltine Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of ADC (Merger Sub), and Andrew Corporation, a Delaware corporation (Andrew).

WITNESSETH:

WHEREAS, the respective Boards of Directors of ADC, Merger Sub and Andrew have deemed it advisable and in the best interests of their respective corporations and stockholders that ADC and Andrew engage in a business combination in order to advance their respective long-term strategic business interests;

WHEREAS, in furtherance thereof, the Board of Directors of each of ADC, Merger Sub and Andrew have approved this Agreement and the merger of Merger Sub with and into Andrew (the Merger) so that Andrew continues as the surviving corporation in the Merger (sometimes referred to in such capacity as the Surviving Corporation), upon the terms of and subject to the conditions set forth in this Agreement and in accordance with the provisions of the Delaware General Corporation Law (the DGCL);

WHEREAS, the Board of Directors of Andrew has determined to recommend to its stockholders the approval and adoption of this Agreement and the Merger;

WHEREAS, the Board of Directors of ADC has determined to recommend to its shareholders approval of the issuance of shares of ADC Common Stock (as defined in Section 2.1(a)) in connection with this Agreement (the ADC Share Issuance);

WHEREAS, ADC, as the sole stockholder of Merger Sub, has approved this Agreement and the Merger;

WHEREAS, for United States federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code), and this Agreement is intended to be, and is hereby, adopted as a plan of reorganization within the meaning of Section 368 of the Code; and

WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Article I
The Merger

1.1 The Merger. Upon the terms of and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into Andrew, the separate corporate existence of Merger Sub shall cease and Andrew shall continue as the Surviving Corporation in the Merger and shall succeed to and assume all the property, rights, privileges, powers and franchises of Merger Sub in accordance with the DGCL.

1.2 Closing. The closing of the Merger (the Closing) shall take place at 10:00 a.m., Central Time, on a date to be specified by the parties, which shall be no later than the third business day after satisfaction or waiver of all of the conditions set forth in Article VII (other than delivery of items to be delivered at the Closing and other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing) at the offices of Dorsey & Whitney LLP, 50 South Sixth Street, Minneapolis, Minnesota 55402, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing occurs is referred to herein as the Closing Date.

1.3 Effective Time. Upon the terms of and subject to the conditions of this Agreement, as soon as practicable on the Closing Date, the parties shall cause the Merger to be consummated by filing a certificate of merger executed in accordance with the relevant provisions of the DGCL (the Certificate of Merger) with the Secretary of State of the State of Delaware (the Secretary of State) and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State, or at such subsequent date or time as Andrew and ADC shall agree and specify in the Certificate of Merger. The date and time at which the Merger becomes effective as set forth in the Certificate of Merger is referred to herein as the Effective Time.

1.4 Effects of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of Andrew and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Andrew and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

1.5 Organizational Documents of the Surviving Corporation. At the Effective Time, and subject to compliance with Section 6.4(a), the Andrew Charter (as defined in Section 4.1(b)) shall be amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub in the form attached as Exhibit A hereto, and such amended Andrew Charter shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation; provided, however, that, at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: The name of the corporation is Andrew Corporation. After the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of 1,000 shares of common stock, par value $0.01 per

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share. At the Effective Time, the Andrew By-Laws (as defined in Section 4.1(b)) shall be amended and restated in their entirety to be identical to the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, in the form attached as Exhibit B hereto, and such by-laws shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the DGCL and as provided in such by-laws.

1.6 Directors and Officers of the Surviving Corporation. The initial directors of the Surviving Corporation shall be the individuals designated as such on Section 1.6 of the ADC Disclosure Letter hereto until their respective successors are duly elected or appointed and qualified. The initial officers of the Surviving Corporation shall be the individuals designated as such on Section 1.6 of the ADC Disclosure Letter hereto until their respective successors are duly appointed.

1.7 Alternative Structure. ADC and Andrew may mutually agree to revise the structure of the Merger provided for herein at any time prior to receipt of either the Andrew Stockholder Approval (as defined in Section 4.3(c)) or ADC Share Issuance Approval (as defined in Section 3.3(c)), or at any time thereafter if, with appropriate disclosure, any required further approval of the revised structure is obtained from the stockholders of ADC and Andrew, as applicable; provided, however, that under any such revised structure the Merger would qualify as a reorganization within the meaning of Section 368(a) of the Code or as a transfer qualifying under Section 351 of the Code.

Article II
Effects of the Merger; Exchange of Certificates

2.1 Effect on Capital Stock. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of ADC, Merger Sub, Andrew or the holders of any shares of common stock, par value $0.01 per share, of Andrew (together with any associated Andrew Rights (as defined in Section 4.2(a)), Andrew Common Stock):

(a) Conversion of Andrew Common Stock. Each share of Andrew Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Andrew Common Stock to be canceled pursuant to Section 2.1(c) shall automatically be converted into the right to receive 0.57 (the Exchange Ratio) of a fully paid and nonassessable share of common stock, par value $0.20 per share, of ADC (ADC Common Stock) upon surrender of the Certificate (as defined in Section 2.2(b)) which immediately prior to the Effective Time represented such share of Andrew Common Stock in the manner provided in Section 2.2(b) (or, in the case of a lost, stolen or destroyed Certificate, Section 2.2(h)). The shares of ADC Common Stock, together with the associated ADC Rights (as defined in Section 3.2(a)), to be issued or paid to holders of Andrew Common Stock pursuant to this Agreement, together with any cash in lieu of fractional shares pursuant to Section 2.2(e), are referred to as the Merger Consideration. As a result of the Merger, at the Effective Time, each holder of a Certificate shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable in respect of the shares of Andrew Common Stock represented by such Certificate immediately prior to the Effective Time, any cash in lieu of fractional shares payable pursuant to Section 2.1(e) and any dividends or other distributions payable pursuant to

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Section 2.2(c), all to be issued or paid, without interest, in consideration therefor upon the surrender of such Certificate in accordance with Section 2.2(b) (or, in the case of a lost, stolen or destroyed Certificate, Section 2.2(h)).

(b) Capital Stock of Merger Sub. Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

(c) Cancellation of Treasury Shares. Each share of Andrew Common Stock held as treasury stock by Andrew, if any, shall automatically be extinguished without any conversion, and no consideration shall be delivered in respect thereof.

(d) Andrew Options, Andrew Warrant, Andrew Note and Andrew Restricted Stock Units. At the Effective Time, (i) all issued and outstanding options to purchase Andrew Common Stock under any Andrew Stock Plan (as defined in Section 4.2(a)) (each, an Andrew Option) shall be assumed by ADC in accordance with Section 6.10(a), (ii) the warrant, dated January 16, 2006, to purchase 1,000,000 shares of Andrew Common Stock issued to True Position, Inc. (the Andrew Warrant) shall be assumed by ADC in accordance with Section 6.10(b), (iii) all issued and outstanding 3 ¹/4% Convertible Subordinated Notes Due 2013 (the Andrew Notes), subject to the indenture, dated August 8, 2003, between Andrew and BNY Midwest Trust Company (the Andrew Indenture) shall become convertible into ADC Common Stock in accordance with Section 6.10(c), and (iv) all restricted stock units issued under the Andrew Stock Plans shall be treated as set forth in Section 6.10(d).

(e) Fractional Shares. No fraction of a share of ADC Common Stock will be issued by virtue of the Merger, but in lieu thereof each holder of shares of Andrew Common Stock who would otherwise be entitled to receive a fraction of a share of ADC Common Stock (after aggregating all fractional shares of ADC Common Stock that otherwise would be received by such holder) shall, upon surrender of such holders Certificate(s), receive from ADC an amount of cash (rounded to the nearest whole cent), without interest, equal to the product of:

(i) such fraction, multiplied by (ii) the average closing price of one share of ADC Common Stock for the ten most recent trading days that ADC Common Stock has traded ending on the trading day one day prior to the Effective Time, as reported on the NASDAQ National Market (NASDAQ).

(f) Adjustments to Exchange Ratio. Notwithstanding any provision of this Article II to the contrary (but without in any way limiting the covenants in Section 5.1), the Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ADC Common Stock or Andrew Common Stock), reorganization, recapitalization, reclassification or other like change with respect to ADC Common Stock or Andrew Common Stock having a record date on or after the date hereof and prior to the Effective Time.

2.2 Exchange of Shares and Certificates.

(a) Exchange Agent. At or prior to the Effective Time, ADC shall engage Computershare Investor Services LLC (or such other institution reasonably satisfactory to ADC and Andrew) to act as exchange agent in connection with the Merger (the Exchange Agent),

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pursuant to an agreement reasonably satisfactory to ADC and Andrew. Immediately prior to the Effective Time, ADC shall deposit with the Exchange Agent, in trust for the benefit of the holders of shares of Andrew Common Stock, the shares of ADC Common Stock issuable pursuant to Section 2.1(a). In addition, ADC shall make available by depositing with the Exchange Agent, as necessary from time to time after the Effective Time as needed, cash in an amount sufficient to make the payments in lieu of fractional shares pursuant to Section 2.1(e) and any dividends or distributions to which holders of shares of Andrew Common Stock may be entitled pursuant to Section 2.2(c). All cash and ADC Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the Exchange Fund.

(b) Exchange Procedures. Promptly after the Effective Time, ADC shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Andrew Common Stock and that at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (the Certificates), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for whole shares of ADC Common Stock, cash in lieu of any fractional shares pursuant to Section 2.1(e) and any dividends or other distributions payable pursuant to Section 2.2(c). Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates shall be entitled to receive in exchange therefor the number of whole shares of ADC Common Stock to which such holder is entitled pursuant to Section 2.1 (which, as required by the ADC By-Laws (as defined in Section 3.1(b)), shall be issued in uncertificated book entry form only), payment in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c), and the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Andrew Common Stock which is not registered in the transfer records of Andrew, the proper number of shares of ADC Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of ADC Common Stock to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of ADC that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 2.1(e) or Section 2.2(c).

(c) Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to ADC Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of ADC Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.1(e), until such Certificate has been surrendered in accordance with this Article II. Subject to Applicable Law (as defined in Section 3.7(a)), following surrender of any such Certificate, there shall be paid to the recordholder thereof,

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without interest, (i) promptly after such surrender, the number of whole shares of ADC Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of ADC Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of ADC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of ADC Common Stock.

(d) No Further Ownership Rights in Andrew Common Stock. All shares of ADC Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(e) or Section 2.2(c) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Andrew Common Stock previously represented by such Certificates. At the Effective Time, the stock transfer books of Andrew shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Andrew Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

(e) Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of Certificates six months after the Effective Time shall be delivered to ADC, upon demand, and any holders of Certificates who have not theretofore complied with this Article II shall thereafter look only to ADC for payment of their claim for the Merger Consideration, and any dividends or distributions pursuant to Section 2.2(c).

(f) No Liability. None of ADC, Merger Sub, Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any shares of ADC Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to seven years after the Effective Time, or immediately prior to such earlier date on which any shares of ADC Common Stock, any cash in lieu of fractional shares of ADC Common Stock or any dividends or distributions with respect to ADC Common Stock issuable in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 3.3(e)), any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by Applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

(g) Withholding Rights. ADC or the Exchange Agent shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any Person who was a holder of Andrew Common Stock, options or other securities or rights immediately prior to the Effective Time such amounts as ADC or the Exchange Agent may be required to deduct and withhold with respect to the making of such payment under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by ADC or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

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(h) Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of ADC Common Stock as may be required pursuant to Section 2.1(a), cash for fractional shares pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c); provided, however, that ADC may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to ADC, or a bond in such sum as ADC may reasonably direct as indemnity, against any claim that may be made against ADC or the Exchange Agent in respect of the Certificates alleged to have been lost, stolen or destroyed.

(i) Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by ADC on a daily basis provided that no such investment or loss thereon shall affect the amounts payable to former stockholders of Andrew after the Effective Time pursuant to this Article II. Any interest and other income resulting from such investment shall become a part of the Exchange Fund and any amounts in excess of the amounts payable pursuant to this Article II shall promptly be paid to ADC.

Article III
Representations and Warranties of ADC and Merger Sub

Except as disclosed in (x) an ADC SEC Document (as defined in Section 3.4(a)), but excluding any risk factor disclosure contained in any such ADC SEC Document under the heading Risk Factors or Forward-Looking Information, or (y) the ADC Disclosure Letter (as defined in Section 9.5), ADC and Merger Sub jointly and severally represent and warrant to Andrew as follows:

3.1 Corporate Organization.

(a) ADC is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. ADC has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ADC.

As used in this Agreement, the terms Material Adverse Change or Material Adverse Effect mean, with respect to ADC or Andrew, as the case may be, any change, effect, event, occurrence or state of facts that has or has had a material adverse effect (i) on the business, results of operations (other than short-term effects on results of operations) or financial condition of such party and its Subsidiaries, taken as a whole, provided, however, that a Material Adverse Effect/Material Adverse Change will be deemed not to include effects to the extent resulting from: (A) any change, after the date hereof, in U.S. generally accepted accounting principles (GAAP) or the accounting rules and regulations of the Securities and Exchange Commission

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(the SEC), (B) any change in the market price or trading volume of ADC Common Stock or Andrew Common Stock (it being understood that any change, effect, event, occurrence or state of facts that is an underlying cause of such change in price or trading volume shall not be excluded by virtue of this exception), (C) any change in the market price of copper or any short-term adverse effects to such party or its Subsidiaries directly resulting from such change, (D) any change, effect, event, occurrence or state of facts exclusively relating to any acts of terrorism, sabotage, military action or war, (E) any change in or relating to the United States economy or United States financial, credit or securities markets in general, (F) any change in or relating to the industry in which such party operates or the markets for any of such partys products or services in general, which change in the case of clauses (D), (E) and (F) does not affect such party to a materially disproportionate degree relative to other entities operating in such markets or industries or serving such markets, or (G) any change, effect, event, occurrence or state of facts arising directly or indirectly out of the execution, delivery, performance or disclosure of this Agreement or the transactions contemplated hereby, including any impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners or employees; or (ii) the ability of such party to consummate the transactions contemplated by this Agreement in the manner contemplated hereby.

(b) True and complete copies of the Restated Articles of Incorporation of ADC, as amended through, and as in effect as of, the date of this Agreement (the ADC Charter) and the Restated By-laws of ADC, as amended through, and as in effect as of, the date of this Agreement (the ADC By-Laws, and, together with the ADC Charter, the ADC Organizational Documents) have previously been made available to Andrew.

(c) Each Subsidiary (as defined in Section 3.2(g)) of ADC (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where applicable, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except for such variances from the matters set forth in any of clauses (i), (ii) or (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ADC.

3.2 Capital Structure.

(a) The authorized capital stock of ADC consists of 342,857,142 shares of ADC Common Stock, and 10,000,000 shares of preferred stock, no par value per share (ADC Preferred Stock). At the close of business on May 25, 2006:

(i) 117,237,040 shares of ADC Common Stock were issued and outstanding;

(ii) no shares of ADC Preferred Stock were issued and outstanding;

(iii) an aggregate of 33,634,686 shares of ADC Common Stock were reserved for issuance pursuant to ADCs Global Stock Incentive Plan, 2001 Special Stock Option Plan, CommTech Corporation 1997 Equity Incentive Plan, PairGain 1993 Stock Option Plan, PairGain 1996 Stock Option Plan, PairGain Directors Stock Option Plan, Saville 1995 Share Option Plan, Altitun AB Stock Option Plan, BAS Stock Plan, 1997 NewNet, Inc. Stock Option Plan, Teledata Director Share Incentive Plan (1992), Teledata Key Employee Stock Option Plan (1994-1997), Teledata Key Employee Stock Option Plan (1998), Centigram 1995 Nonstatutory Stock Option Plan, Centigram 1997 Stock Plan, Nvision Share Option Plan, Spectracom Inc. 1997 Stock

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Option Plan, Option Conversion Agreement and Non-Incentive Stock Option and Indemnification Agreement (such plans, as amended to date, are collectively referred to herein as the ADC Stock Plans);

(iv) 14,239,436 shares of ADC Common Stock were reserved for issuance upon the conversion of ADCs 1% Convertible Unsecured Subordinated Notes Due 2008 and ADCs Variable Rate Convertible Unsecured Subordinated Notes Due 2013 (collectively, the ADC Notes);

(v) 2,000,000 shares of ADC Preferred Stock were designated as Series A Junior Participating Preferred Stock, par value $0.0001 per share, and were reserved for issuance upon the exercise of preferred share purchase rights (the ADC Rights) issued pursuant to the ADC Rights Agreement, amended and restated as of July 30, 2003, between ADC and Computershare Investor Services, LLC, as rights agent (the ADC Rights Agreement); and (vi) one ADC Right was outstanding for each outstanding share of ADC Common Stock. All of the outstanding shares of capital stock of, or other equity interests in, ADC have been validly issued and are fully paid and nonassessable.

(b) As of the close of business on May 25, 2006:

(i) 6,719,352 shares of ADC Common Stock were subject to issuance pursuant to outstanding options to acquire shares of ADC Common Stock (ADC Options) under the ADC Stock Plans;

(ii) 588,677 shares of ADC Common Stock were subject to issuance pursuant to outstanding restricted stock units issued under the ADC Stock Plans and (iii) 14,239,436 shares of ADC Common Stock were subject to issuance upon the conversion of the ADC Notes. All shares of ADC Common Stock subject to issuance under the ADC Stock Plans, upon issuance upon the terms and subject to the conditions set forth in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as contemplated by this Agreement, there are no commitments or agreements of any character to which ADC is bound obligating ADC to accelerate the vesting of any ADC Option as a result of the Merger. Except as set forth in this Section 3.2, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to ADC.

(c) No bonds, debentures, notes or other evidences of indebtedness having the right to vote on any matters on which stockholders of ADC may vote (Voting Debt) are issued or outstanding.

(d) Except as otherwise set forth in this Section 3.2, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which ADC or any of its Subsidiaries is a party or by which any of them is bound obligating ADC or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of ADC or any of its Subsidiaries, or obligating ADC or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. All outstanding shares of ADC Common Stock, all outstanding ADC Options, and all outstanding shares of capital stock of each Subsidiary of ADC have been issued and granted (as applicable) in compliance in all material respects with (A) all applicable securities laws and all other Applicable Laws and (B) all requirements set forth in applicable material Contracts (as defined in Section 3.17(a)).

(e) Since May 25, 2006, and through the date hereof, except for issuances of ADC Common Stock pursuant to the exercise of ADC Options outstanding as of May 25, 2006, there

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has been no change in (x) the outstanding capital stock of ADC, (y) the number of ADC Options outstanding, or (z) the number of other options, warrants or other rights to purchase ADC Common Stock.

(f) Neither ADC nor any Subsidiary of ADC is a party to any agreement, arrangement or understanding restricting the purchase or transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to, any capital stock of ADC or any of its Subsidiaries or any securities of the type referred to in Section 3.2(d) hereof.

(g) All of the issued and outstanding shares of capital stock or other equity ownership interests of each significant subsidiary (as such term is defined under Regulation S-X of the SEC) of ADC are owned by ADC, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances, other than for Taxes that are not yet due (Liens), and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity ownership interest (other than restrictions under applicable securities laws), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No such significant subsidiary is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such significant subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such significant subsidiary. Except for the capital stock or other equity ownership interests of its Subsidiaries, as of the date of this Agreement, ADC does not beneficially own directly or indirectly any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person that constitutes a Substantial Investment. As used in this Agreement, (i) Subsidiary, when used with respect to either party, means any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, (x) of which such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interests in such partnership) or (y) a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party and/or by any one or more of its Subsidiaries, and (ii) Substantial Investment, when used with respect to either party, means a stock or other equity investment having a fair market value or book value in excess of $10,000,000, directly or indirectly, in any Person.

(h) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares are issued and outstanding. ADC is the legal and beneficial owner of all of the issued and outstanding shares of Merger Sub. Merger Sub was formed at the direction of ADC on May 25, 2006, solely for the purposes of effecting the Merger and the other transactions contemplated hereby. Except as required by or provided for in this Agreement, Merger Sub (A) does not hold, nor has it held, any assets, (B) does not have, nor has it incurred, any liabilities and (C) has not carried on any business activities other than in connection with the Merger and the transactions contemplated hereby. All of the outstanding

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shares of capital stock of Merger Sub have been duly authorized and validly issued, and are fully paid and nonassessable and not subject to any preemptive rights.

3.3 Authority; Board Approval; Voting Requirements; No Conflict; Required Filings and Consents.

(a) Authority. Subject to obtaining the ADC Share Issuance Approval, each of ADC and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ADC and Merger Sub, and the consummation by ADC and Merger Sub of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of ADC and Merger Sub, and no other corporate proceedings on the part of ADC or Merger Sub and no shareholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than ADC Share Issuance Approval necessary for the ADC Share Issuance. This Agreement has been duly executed and delivered by ADC and Merger Sub. Assuming the due authorization, execution and delivery of this Agreement by Andrew, this Agreement constitutes the legal, valid and binding obligation of each of ADC and Merger Sub, enforceable against ADC and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b) Board Approval. Subject to Section 5.3, the Board of Directors of ADC has (A) determined that this Agreement, the Merger and the ADC Share Issuance are advisable and fair to and in the best interest of ADC and its shareholders, (B) approved and adopted this Agreement, the Merger, the ADC Share Issuance and the other transactions contemplated hereby, which adoption has not been rescinded or modified, (C) resolved to recommend the ADC Share Issuance to its shareholders for approval and (D) directed that the ADC Share Issuance be submitted to its shareholders for consideration in accordance with this Agreement.

(c) Voting Requirements. The affirmative vote in favor of approval of the ADC Share Issuance by a majority of the votes cast thereon by holders of shares of ADC Common Stock present in person or by proxy (the ADC Share Issuance Approval) at a duly convened and held ADC Shareholders Meeting (as defined in Section 6.1(b)) at which a quorum is present is the only vote of the holders of any class or series of ADCs capital stock necessary to approve the ADC Share Issuance, this Agreement, the Merger and the other transactions contemplated hereby.

(d) No Conflict. The execution and delivery of this Agreement by ADC and Merger Sub do not, and the consummation by ADC and Merger Sub of the transactions contemplated hereby and compliance by ADC and Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, require any consent, waiver or approval under, give rise to any right of termination or other right, or the cancellation or acceleration of any right or obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of ADC or any of its Subsidiaries or any restriction on the conduct of ADCs business or operations under, (A) the ADC Organizational Documents, (B) any Contract, permit, concession, franchise, license or

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authorization applicable to ADC or any of its Subsidiaries or their respective properties or assets, (C) any judgment, order or decree, or (D) subject to the governmental filings and other matters referred to in Section 3.3(e), any statute, law, ordinance, rule or regulation applicable to ADC or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (B), (C) and (D), any such conflicts, violations, defaults, rights, losses, restrictions or Liens, or failure to obtain consents, waivers or approvals, which would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ADC.

(e) Required Filings or Consents. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (a Governmental Entity) is required to be made or obtained by or with respect to ADC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by ADC or Merger Sub, the approval of the ADC Share Issuance or the consummation by ADC or Merger Sub of the transactions contemplated hereby, except for:

(i) the filing of a pre-merger notification and report form by ADC and Merger Sub under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act) and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction;

(ii) the filing with the SEC of:

(A) the registration statement on Form S-4 to be filed with the SEC by ADC in connection with the issuance of ADC Common Stock in the Merger (including any amendments or supplements, the Form S-4);

(B) a proxy statement relating to the ADC Shareholders Meeting (such proxy statement, together with the proxy statement relating to the Andrew Stockholders Meeting (as defined in Section 6.1(b)), in each case as amended or supplemented from time to time, the Joint Proxy Statement); and

(C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and communications under Rules 165 and 425 under the Securities Act of 1933, as amended (the Securities Act), in each case as may be required in connection with this Agreement and the transactions contemplated hereby;

(iii) the filing of a Notification Form: Listing of Additional Shares with NASDAQ in connection with the ADC Share Issuance;

(iv) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which ADC or Merger Sub is qualified to do business;

(v) filings required by state securities laws or other blue sky laws, if any; and

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(vi) other consents, approvals, orders or authorizations, the failure of which to be made or obtained, would not reasonably be likely to have a Material Adverse Effect on ADC.

3.4 SEC Documents; Financial Statements.

(a) ADC and each of its Subsidiaries has timely filed all reports, registrations, schedules, forms, statements and other documents, together with any amendments required to be made with respect thereto, that they were required to file since November 1, 2002 with (i) the SEC, (ii) any state or other federal regulatory authority (other than any taxing authority, which is covered by Section 3.10) and (iii) any foreign regulatory authority (other than any taxing authority, which is covered by Section 3.10) (collectively, Regulatory Agencies), and have paid all fees and assessments due and payable in connection therewith, except in each case where the failure to file such report, registration, schedule, form, statement or other document, or to pay such fees and assessments, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ADC. No publicly available final registration statement, prospectus, report, form, schedule or definitive proxy statement filed since November 1, 2002 and prior to the close of business on March 2, 2006 (the ADC Measurement Date) by ADC with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the ADC SEC Documents), as of their respective dates or, if amended prior to the date of this Agreement, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information contained in any subsequent ADC SEC Document filed as of a later date (but before the date of this Agreement) will be deemed to modify information contained in any ADC SEC Document filed as of an earlier date. As of their respective filing dates, all ADC SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. None of ADCs Subsidiaries is required to file any reports with the SEC.

(b) The principal executive officer and principal financial officer of ADC have made all certifications required by the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) and any related rules and regulations promulgated thereunder by the SEC, and the statements contained in all such certifications were complete and correct in all material respects as of the respective dates made. Neither ADC nor any of its officers has received notice from the SEC or the NASDAQ questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such certifications. ADC is, and through the Closing Date will be, otherwise in material compliance with all applicable effective provisions of the Sarbanes-Oxley Act and the applicable listing and corporate governance rules of the NASDAQ.

(c) The financial statements of ADC included in the ADC SEC Documents complied, as of their respective dates of filing with the SEC, in all material respects with accounting requirements and the published rules and regulations of the SEC applicable with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the instructions and applicable rules of Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial

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position of ADC and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not, individually or in the aggregate, material).

(d) The financial statements of ADC included in each publicly available final registration statement, prospectus, report, form, schedule or definitive proxy statement to be filed with the SEC pursuant to the Securities Act or Exchange Act after the date hereof until the Effective Time will comply, as of their respective dates of filing with the SEC, in all material respects with accounting requirements and the published rules and regulations of the SEC applicable with respect thereto, will be prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the instructions or other applicable rules of Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and will fairly present the consolidated financial position of ADC and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not, individually or in the aggregate, expected to be material).

(e) Except as reflected or reserved against in the balance sheet of ADC dated January 27, 2006 included in the Form 10-Q filed by ADC with the SEC on March 2, 2006 (including the notes thereto, the ADC Balance Sheet), neither ADC nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) which are required by GAAP to be set forth on a consolidated balance sheet of ADC and its consolidated Subsidiaries or in the notes thereto, other than (A) liabilities and obligations incurred since January 27, 2006 in the ordinary course of business which would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ADC, or (B) liabilities and obligations incurred in connection with this Agreement or the transactions contemplated hereby.

(f) Neither ADC nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any contract, agreement, arrangement or understanding (including any contract or arrangement relating to any transaction or relationship between or among ADC and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate (as such term is defined Rule 12b-2 under the Exchange Act (an Affiliate)), including any structured finance, special purpose or limited purpose entity or Person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, ADC or any of its Subsidiaries in ADCs or its Subsidiaries published financial statements.

3.5 Information Supplied. None of the information supplied or to be supplied by or on behalf of ADC or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or

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necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to ADCs shareholders or at the time of the ADC Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by ADC with respect to information or statements with respect to Andrew or its Subsidiaries made or incorporated by reference therein or otherwise supplied by or on behalf of Andrew for inclusion or incorporation by reference in the Joint Proxy Statement or the Form S-4.

3.6 Absence of Certain Changes or Events.

(a) Since January 27, 2006 through the date hereof, except as and to the extent (i) disclosed in ADCs quarterly report for the fiscal quarter ended January 27, 2006 filed with the SEC on Form 10-Q, or (ii) expressly contemplated by this Agreement:

(i) ADC and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice in all material respects;

(ii) there has not been any split, combination or reclassification of any of ADCs capital stock or any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, in lieu of, or in substitution for, shares of ADCs capital stock;

(iii) except as required by a change in GAAP, there has not been any material change in accounting methods, principles or practices by ADC; and

(iv) there has not been any action taken by ADC or any of its Subsidiaries that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of any of clauses (iii), (iv), (vii), (x), (xi) or (xii) of Section 5.1(b), other than actions in connection with entering into this Agreement.

(b) Since January 27, 2006 through the date hereof, there have not been any changes, circumstances or events that, individually or in the aggregate, have had, or would reasonably be likely to have, a Material Adverse Effect on ADC.

3.7 Compliance with Applicable Laws; Permits; Litigation.

(a) ADC, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of ADC and its Subsidiaries in the manner described in the ADC SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the ADC Permits), and all ADC Permits are in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such ADC Permit would not reasonably be likely to have a Material Adverse Effect on ADC. ADC and its Subsidiaries are in compliance with the terms of the ADC Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, Applicable Laws or Applicable Law ) relating to ADC and its

15

Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the ADC Permits or such Applicable Laws would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ADC.

(b) As of the date hereof, except as and to the extent disclosed in the ADC SEC Documents filed prior to the date of this Agreement, no action, demand, suit, proceeding, requirement or investigation by any Governmental Entity and no suit, action, mediation, arbitration or proceeding by any Person, against or affecting ADC or any of its Subsidiaries or any of their respective properties, including Intellectual Property (as defined in Section 3.12(a)), is pending or, to the Knowledge of ADC, threatened which, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect on ADC.

(c) As of the date hereof and except with respect to environmental matters which are covered by Section 3.11, neither ADC nor any of its Subsidiaries is subject to any material outstanding order, injunction or decree.

3.8 Employees.

(a) Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ADC, (i) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other labor disputes against ADC or any of its Subsidiaries are pending or, to the Knowledge of ADC, threatened, (ii) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of ADC, threatened against ADC or any of its Subsidiaries, (iii) neither ADC nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iv) ADC and each of its Subsidiaries are in compliance with all Applicable Laws respecting labor and employment, including terms and conditions of employment, workers compensation, occupational safety and health requirements, plant closings, wages and hours, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, labor relations, employee leave issues and unemployment insurance and related matters, (v) there are no complaints, charges or claims against ADC or any of its Subsidiaries pending with or, to the Knowledge of ADC, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by ADC and or any of its Subsidiaries, other than those occurring in the ordinary course of business, such as claims for workers compensation or unemployment benefits, (vi) ADC and each of its Subsidiaries have withheld all amounts required by Applicable Laws to be withheld from the wages, salaries, benefits and other compensation to employees, and is not liable for any arrears of wages or any Taxes (as defined in Section 3.10(a)) or any penalty for failure to comply with any of the foregoing, and (vii) neither ADC nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice).

(b) As of the date hereof:

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(i) other than as required by Applicable Law, neither ADC nor any of its Subsidiaries is a party to, or otherwise bound by, any material collective bargaining agreement or any other material agreement with a labor union, work council or labor organization, nor is any such agreement presently being negotiated;

(ii) no labor organization or group of employees of ADC or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of ADC, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; and

(iii) to the Knowledge of ADC, no labor union is seeking to organize any employees of ADC or any of its Subsidiaries.

3.9 Benefit Plans.

(a) As of the date of this Agreement, the ADC Disclosure Letter sets forth a true and complete list of each material benefit or compensation plan, program, fund, contract, arrangement or agreement, including any material bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, golden parachute, retention, salary continuation, change of control, retirement, pension, profit sharing or fringe benefit plan, program, fund, contract, arrangement or agreement of any kind (whether written or oral, tax-qualified or non-tax qualified, funded or unfunded, foreign or domestic, active, frozen or terminated) and any related trust, insurance contract, escrow account or similar funding arrangement, that is maintained or contributed to by ADC or any Subsidiary (or required to be maintained or contributed to by ADC or any Subsidiary) for the benefit of current or former directors, officers or employees of, or consultants to, ADC and its Subsidiaries or with respect to which ADC or its Subsidiaries may, directly or indirectly, have any liability, as of the date of this Agreement (the ADC Benefit Plans).

(b) ADC has heretofore made available to Andrew true and complete copies of (i) each written ADC Benefit Plan, (ii) the actuarial report for each ADC Benefit Plan (if applicable) for each of the last three years, (iii) the most recent determination letter from the Internal Revenue Service (IRS) (if applicable) for each ADC Benefit Plan, (iv) the current summary plan description of each ADC Benefit Plan that is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), (v) a copy of the description of each ADC Benefit Plan not subject to ERISA that is currently provided to participants in such plan, (vi) a summary of the material terms of each unwritten ADC Benefit Plan, and (vii) the annual report for each ADC Benefit Plan (if applicable) for each of the last three years.

(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ADC, with respect to each ADC Benefit Plan subject to United States law (each, an ADC Domestic Benefit Plan) (i) each of the ADC Domestic Benefit Plans has been operated and administered in compliance with its terms and Applicable Law, including ERISA and the Code, (ii) each of the ADC Domestic Benefit Plans intended to be qualified within the meaning of Section 401(a) of the Code is so qualified, and there are no

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existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such ADC Domestic Benefit Plan, and each such plan has a favorable determination letter from the IRS to the effect that it is so qualified or the applicable remedial amendment period has not expired and, if the letter for such plan is not current, such plan is the subject of a timely request for a current favorable determination letter or the applicable remedial amendment period has not expired, (iii) with respect to each ADC Domestic Benefit Plan that is subject to Title IV of ERISA, the present value (as defined under Section 3(27) of ERISA) of accumulated benefit obligations under such ADC Domestic Benefit Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such ADC Domestic Benefit Plans actuary with respect to such ADC Domestic Benefit Plan, did not, as of its latest valuation date, exceed the then current value (as defined under Section 3(26) of ERISA) of the assets of such ADC Domestic Benefit Plan allocable to such accrued benefits, (iv) no ADC Domestic Benefit Plan that is an employee welfare benefit plan (including any plan described in Section 3(1) of ERISA) (a Welfare Plan) provides benefits coverage, including death or medical benefits coverage (whether or not insured), with respect to current or former employees or directors of ADC or its Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by Applicable Law, (B) benefits the full cost of which is borne by such current or former employee or director (or his or her beneficiary), (C) coverage through the last day of the calendar month in which retirement or other termination of service occurs, or (D) medical expense reimbursement accounts, (v) no liability under Title IV of ERISA has been incurred by ADC, its Subsidiaries or any trade or business, whether or not incorporated, all of which together with ADC would be deemed a single employer within the meaning of Section 414(b), 414(c) or 414(m) of the Code or Section 4001(b) of ERISA (an ADC ERISA Affiliate), that has not been satisfied in full, and no condition exists that presents a material risk to ADC, its Subsidiaries or any ADC ERISA Affiliate of incurring a liability thereunder, (vi) no ADC Domestic Benefit Plan is a multiemployer plan (as such term is defined in Section 3(37) of ERISA), (vii) none of ADC or its Subsidiaries or, to the Knowledge of ADC, any other Person, including any fiduciary, has engaged in a transaction in connection with which ADC, its Subsidiaries or any ADC Domestic Benefit Plan would reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code, (viii) to the Knowledge of ADC, there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the ADC Domestic Benefit Plans or any trusts, insurance contracts, escrow accounts or similar funding arrangements related thereto, (ix) all contributions or other amounts required to be paid by ADC or its Subsidiaries as of the Effective Time with respect to each ADC Domestic Benefit Plan in respect of current or former plan years have been paid in accordance with Section 412 of the Code or accrued in accordance with GAAP (as applicable) and (x) since January 1, 2005, no ADC Domestic Benefit Plan has been amended or modified in a manner that increases in any material amount the benefits payable pursuant to such ADC Domestic Benefit Plan.

(d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ADC, with respect to each ADC Benefit Plan not subject to United States law (each, an ADC Foreign Benefit Plan), (i) the fair market value of the assets of each funded ADC Foreign Benefit Plan, the liability of each insurer for any ADC Foreign Benefit Plan funded through insurance or the reserve shown on the consolidated financial statements of ADC included in the ADC SEC Documents for any unfunded ADC Foreign

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Benefit Plan, together with any accrued contributions, is sufficient to provide for the projected benefit obligations, as of the Effective Time, with respect to all current and former participants in such plan based on reasonable, country-specific actuarial assumptions and valuations and no transaction contemplated by this Agreement shall cause such assets or insurance obligations or book reserve to be less than such projected benefit obligations, (ii) each ADC Foreign Benefit Plan has been operated and administered in compliance with its terms and Applicable Law and (iii) each ADC Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with the appropriate regulatory authorities, (iv) to the Knowledge of ADC, there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the ADC Foreign Benefit Plans or any trusts, insurance contracts, escrow accounts or similar funding arrangements related thereto, and (v) since January 1, 2005, no ADC Foreign Benefit Plan has been amended or modified in a manner that increases in any material amount the benefits payable pursuant to such ADC Foreign Benefit Plan.

(e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (either alone or in conjunction with any other event) (i) increase any amounts or benefits otherwise payable or due to any such Person under any ADC Benefit Plan or otherwise, or (ii) result in any acceleration of the time of payment or vesting of, or any requirement to fund or secure, any such amounts or benefits (including any ADC Stock Option) or result in any breach of or default under any ADC Benefit Plan.

3.10 Taxes.

(a) As used in this Agreement, the term Tax or Taxes means (i) all federal, state, local and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) any liability for Taxes described in clause (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), and the term Tax Return means any return, filing, report, questionnaire, information statement or other document required to be filed, including any amendments that may be filed, for any taxable period with any taxing authority (whether or not a payment is required to be made with respect to such filing).

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ADC:

(i) ADC and its Subsidiaries have timely filed all Tax Returns required to be filed by them on or prior to the date of this Agreement (all such returns being accurate and complete in all material respects) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings;

(ii) there are no Liens for Taxes on any assets of ADC or its Subsidiaries;

(iii) no deficiency for any Tax has been asserted or assessed by a taxing authority against ADC or any of its Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings;

(iv) ADC and its Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither ADC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or

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indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among ADC and its Subsidiaries).

(c) Within the past five years, neither ADC nor any of its Subsidiaries has been a distributing corporation or a controlled corporation in a distribution intended to qualify for tax-free treatment under Section 355 of the Code.

(d) Neither ADC nor any of its Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a listed transaction for purposes of Section 6011 of the Code and applicable Treasury Regulations thereunder (or a similar provision of state law). To the Knowledge of ADC, ADC has disclosed to Andrew all reportable transactions within the meaning of Treasury Regulation Section 1.6011-4(b) (or a similar provision of state law) to which it or any of its Subsidiaries has been a party.

(e) As of the date of this Agreement, ADC is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

(f) No disallowance of a deduction under Section 162(m) or 280G of the Code for any amount paid or payable by ADC or any of its Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ADC.

3.11 Environmental Matters. There are no pending or, to the Knowledge of ADC, threatened legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities, or governmental investigations, requests for information or notices of violation of any nature seeking to impose, or that are reasonably likely to result in the imposition, on ADC or any of its Subsidiaries, of any liability or obligation arising under common law or under any local, state, federal or foreign environmental statute, regulation, permit or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA), and the Waste of Electronic and Electrical Equipment (WEEE) and Reduction of Hazardous Substances (RoHS) Directives of the European Union, which liability or obligation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ADC. Neither ADC nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, directive or Lien by or with any Governmental Entity or third party with respect to any environmental liability or obligation that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ADC.

3.12 Intellectual Property.

(a) Intellectual Property shall mean trademarks, service marks, brand names, certification marks, logos and slogans, commercial symbols, business name registrations, domain names, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any domestic or foreign jurisdiction of, and applications in any such jurisdiction to register, the foregoing, including any extension, modification or renewal of any such

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registration or application; inventions, discoveries, whether patentable or reduced to practice or not, in any domestic or foreign jurisdiction; patents, applications for patents (including provisionals, divisions, continuations, continuations in part and renewal applications), and any renewals, extensions, supplementary protection certificates or reissues or reexams thereof, in any such jurisdiction; research and development data, formulae, know-how, technical information, designs, mask works, procedures, customer and supplier lists, trade secrets and confidential information and rights in any domestic or foreign jurisdiction to limit the use or disclosure thereof by any Person; copyrights, writings and other works, whether copyrightable or not, in any such jurisdiction; computer software; and registrations or applications for registration of copyrights in any domestic or foreign jurisdiction, and any renewals or extensions thereof; rights in data or databases; and any similar intellectual property or proprietary rights.

(b) 

(i) ADC and each of its Subsidiaries owns or has a legally enforceable right to use (in each case, free and clear of any material Liens) all material Intellectual Property used in or necessary for the conduct of its business as currently conducted, including all material patents and patent applications and all material trademark registrations and trademark applications;

(ii) to the Knowledge of ADC, the conduct of the business of ADC and its Subsidiaries as currently conducted does not infringe on or misappropriate the Intellectual Property rights of any Person, and ADC and its Subsidiaries are not in breach of any applicable grant, license, agreement, instrument or other arrangement pursuant to which ADC or any Affiliate acquired the right to use such Intellectual Property, except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ADC;

(iii) to the Knowledge of ADC, no Person is materially misappropriating, infringing, diluting or otherwise violating any right of ADC or any of its Subsidiaries with respect to any material Intellectual Property owned or used by ADC or its Subsidiaries;

(iv) within the three-year period prior to the date hereof, neither ADC nor any of its Subsidiaries has received written notice of any pending or threatened material claim, order or proceeding with respect to the ownership, validity, enforcement, infringement, misappropriation or maintenance of any material Intellectual Property owned or used by ADC or its Subsidiaries or with respect to the infringement, misappropriation, or licensing of any material Intellectual Property of any Person in connection with the conduct of the business of ADC or its Subsidiaries as currently conducted;

(v) ADC and each of its Subsidiaries have implemented commercially reasonable measures to maintain the confidentiality of the material Intellectual Property used in the business of ADC or its Subsidiaries as currently conducted;

(vi) all of the material Intellectual Property owned or used by ADC or its Subsidiaries (other than software and software systems used by ADC or its Subsidiaries for information technology purposes only) shall be owned or available for use by ADC or its Subsidiaries immediately after the Closing on terms and conditions substantially identical to those under which ADC or its Subsidiaries owned or used such Intellectual Property immediately prior to the Closing;

(vii) to the Knowledge of ADC, ADC and each of its Subsidiaries have executed written agreements with all former and current employees, consultants, contractors and any and all other third parties who materially participated in the design or creation of material Intellectual Property which assign to ADC or such Subsidiary any and all rights to such material Intellectual Property including material inventions, improvements, or discoveries of information, whether patentable or not, made by them during their service to ADC or such Subsidiary, and which are not considered a work made for hire, except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on ADC; and (viii) ADC, together with its Subsidiaries, solely owns all material Intellectual Property that is conceived, made, discovered,

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reduced to practice or developed (in whole or in part, either alone or jointly with others) by any third parties performing any development, engineering, or manufacturing services on behalf of ADC or any other services that have created any material Intellectual Property, such third parties including but not limited to all contract manufacturers, consultants providing contract engineering services, joint venture partners and providers of maquiladora services, except with respect to such material Intellectual Property the lack of sole ownership of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on ADC; and (ix) no Person has any right, title, or interest of any kind in or to any material Intellectual Property owned by ADC or its Subsidiaries other than a non-exclusive license granted to customers of ADC or its Subsidiaries, either directly or through a chain of distribution, to use any software of ADC or its Subsidiaries.

3.13 State Takeover Statutes. To the Knowledge of ADC, other than Section 203 of the DGCL, no state takeover statute is applicable to the Merger or the other transactions contemplated hereby.

3.14 Brokers. Except for fees payable to Credit Suisse Securities (USA) LLC and Dresdner Kleinwort Wasserstein Securities LLC, no broker, investment banker, financial advisor or other Person, is entitled to any brokers, finders, financial advisors or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of ADC or Merger Sub.

3.15 Opinion of Financial Advisor. ADC has received the opinion of its financial advisor, Dresdner Kleinwort Wasserstein Securities LLC, as of the date of this Agreement, to the effect that subject to the limitations set forth in the opinion, as of such date, the Exchange Ratio is fair, from a financial point of view, to ADC.

3.16 Ownership of Andrew Common Stock. None of ADC, Merger Sub, their respective Subsidiaries, nor the officers or directors of ADC or Merger Sub nor, to the Knowledge of ADC without independent investigation, any of their respective Affiliates beneficially owns (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, or is party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, shares of capital stock of Andrew.

3.17 Material Contracts.

(a) For the purposes of this Agreement, a Contract shall mean any written or oral agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, note, option, bond, mortgage, indenture, trust document, loan or credit agreement, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect.

(b) For purposes of this Agreement, ADC Material Contract shall mean:

(i) any contracts to which ADC or any of its Subsidiaries is a party, that would need to be filed as an exhibit to a SEC filing made by ADC in which exhibits were

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required to be filed with the SEC in response to Item 601(b)(10) of Regulation S-K promulgated under the Securities Act and the Exchange Act;

(ii) any Contract to which ADC or any of its Subsidiaries is a party, which is material to ADC and its Subsidiaries, taken as a whole, and which contains any covenant limiting or restricting the right of ADC or any of its Subsidiaries, or that would, after the Effective Time, limit or restrict ADC or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries), from engaging or competing in any material line of business or in any geographic area or with any Person in any material line of business; or

(iii) any Contract or group of Contracts with a Person (or group of affiliated Persons) to which ADC or any of its Subsidiaries is a party, the termination or breach of which would reasonably be likely to have a Material Adverse Effect on ADC.

(c) All ADC Material Contracts are valid and in full force and effect and enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law), except to the extent that (A) they have previously expired in accordance with their terms or (B) the failure to be in full force and effect or enforceable would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ADC. Neither ADC nor any of its Subsidiaries, nor, to ADCs Knowledge, any counterparty to any ADC Material Contract, has breached or violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any ADC Material Contract, except in each case for those breaches, violations and defaults which would not permit any other party to cancel or terminate such ADC Material Contract, and would not permit any other party to seek damages or other remedies (for any or all of such breaches violations or defaults, individually or in the aggregate) which would reasonably be likely to have a Material Adverse Effect on ADC.

3.18 Interested Party Transactions. Since the date of the ADC Balance Sheet, no event has occurred that would be required to be reported as a Certain Relationship or Related Transaction pursuant to Statement of Financial Accounting Standards No. 57 or Item 404 of Regulation S-K of the SEC.

3.19 Internal Controls and Disclosure Controls. ADC and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ADC (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by ADC in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and is accumulated and communicated to ADCs management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof, to ADCs auditors and the audit committee of ADCs Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal

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controls over financial reporting that are reasonably likely to adversely affect in any material respect ADCs ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in ADCs internal controls over financial reporting.

3.20 ADC Rights Agreement; ADC Charter. ADC has taken all action, if any, so that the execution of this Agreement, the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the ADC Rights Agreement or enable, require or cause the ADC Rights to be exercised, distributed or triggered, except for any rights under the ADC Rights Plan associated with shares of ADC Common Stock issuable in connection with this Agreement. ADC has taken all action to render the eighty percent voting requirement for certain Business Combination transactions set forth in Article 5 of the ADC Charter inapplicable to the execution of this Agreement, the consummation of the Merger and the other transactions contemplated hereby.

Article IV
Representations and Warranties of Andrew

Except as disclosed in (x) an Andrew SEC Document (as defined in Section 4.4(a)), but excluding any risk factor disclosure contained in any such Andrew SEC Document under the heading Risk Factors or Forward-Looking Information, or (y) the Andrew Disclosure Letter (as defined in Section 9.5), Andrew represents and warrants to ADC and Merger Sub as follows:

4.1 Corporate Organization.

(a) Andrew is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Andrew has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Andrew.

(b) True and complete copies of the Restated Certificate of Incorporation of Andrew, as amended through, and as in effect as of, the date of this Agreement (the Andrew Charter) and the By-laws of Andrew, as amended through, and as in effect as of, the date of this Agreement (the Andrew By-Laws, and, together with the Andrew Charter, the Andrew Organizational Documents) have previously been made available to ADC.

(c) Each Subsidiary of Andrew

(i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where applicable, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except for such variances from the matters set forth in any of

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clauses (i), (ii) or (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Andrew.

4.2 Capital Structure.

(a) The authorized capital stock of Andrew consists of 400,000,000 shares of Andrew Common Stock and 1,000,000 shares of Series A 7.75% Convertible Preferred Stock, no par value per share (Andrew Preferred Stock). At the close of business on May 25, 2006:

(i) 159,659,113 shares of Andrew Common Stock were issued and outstanding;

(ii) 2,817,401 shares of Andrew Common Stock were held by Andrew in its treasury;

(iii) no shares of Andrew Preferred Stock were issued and outstanding;

(iv) an aggregate of 22,615,225 shares of Andrew Common Stock were reserved for issuance pursuant to the Andrews Management Incentive Plan, Non-Employee Directors Stock Option Plan, 2005 Long-Term Incentive Plan, Allen Telecom Inc. Amended and Restated 1992 Stock Plan, Allen Telecom Inc. Amended and Restated 1994 Non-Employee Director Stock Plan (such plans, as amended to date, are collectively referred to herein as the Andrew Stock Plans);

(v) 1,000,000 shares of Andrew Common Stock were reserved for issuance upon the exercise of the Andrew Warrant;

(vi) 17,531,568 shares of Andrew Common Stock were reserved for issuance upon the conversion of the Andrew Notes and (vii) one Andrew common stock purchase right (collectively, the Andrew Rights) issued pursuant to the Rights Agreement dated November 14, 1996, and amended October 26, 2005, between Andrew and Computershare Investor Services LLC as successor Rights Agent to Harris Trust and Savings Bank (the Andrew Rights Agreement) was outstanding for each outstanding share of Andrew Common Stock. All the outstanding shares of capital stock of, or other equity interests in, Andrew have been validly issued and are fully paid and nonassessable.

(b) As of the close of business on May 25, 2006:

(i) no shares of Andrew Common Stock were subject to issuance pursuant to outstanding Andrew Options under the Andrew 2005 Long-Term Incentive Plan;

(ii) 7,995,209 shares of Andrew Common Stock were subject to issuance pursuant to outstanding Andrew Options under the Andrew Stock Plans other than the Andrew 2005 Long-Term Incentive Plan;

(iii) 1,509,229 shares of Andrew Common Stock were subject to issuance pursuant to outstanding restricted stock units issued under the Andrew Stock Plans;

(iv) 1,000,000 shares were subject to issuance upon the exercise of the Andrew Warrant; and (v) 17,531,568 shares were subject to issuance upon the conversion of the Andrew Notes. All shares of Andrew Common Stock subject to issuance under the Andrew Stock Plans, upon issuance upon the terms and subject to the conditions set forth in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as contemplated by this Agreement, there are no commitments or agreements of any character to which Andrew is bound obligating Andrew to accelerate the vesting of any Andrew Option as a result of the Merger. Except as set forth in this Section 4.2, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Andrew.

(c) No Voting Debt of Andrew is issued or outstanding.

(d) Except as otherwise set forth in this Section 4.2, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to

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which Andrew or any of its Subsidiaries is a party or by which any of them is bound obligating Andrew or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt or other voting securities of Andrew or any of its Subsidiaries, or obligating Andrew or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. All outstanding shares of Andrew Common Stock, all outstanding Andrew Options, the Andrew Warrant, the Andrew Note and all outstanding shares of capital stock of each Subsidiary of Andrew have been issued and granted (as applicable) in compliance in all material respects with (A) all applicable securities laws and all other Applicable Law and (B) all requirements set forth in applicable material Contracts.

(e) Since May 25, 2006, and through the date hereof, except for issuances of Andrew Common Stock pursuant to the exercise of Andrew Options granted and outstanding as of May 25, 2006, there has been no change in (x) the outstanding capital stock of Andrew, (y) the number of Andrew Options outstanding, or (z) the number of other options, warrants or other rights to purchase Andrew capital stock.

(f) Neither Andrew nor any Subsidiary of Andrew is a party to any agreement, arrangement or understanding restricting the purchase or transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to, any capital stock of Andrew or any of its Subsidiaries or any securities of the type referred to in Section 4.2(d) hereof.

(g) All of the issued and outstanding shares of capital stock or other equity ownership interests of each significant subsidiary (as such term is defined under Regulation S-X of the SEC) of Andrew are owned by Andrew, directly or indirectly, free and clear of any Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity ownership interest (other than restrictions under applicable securities laws), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No such significant subsidiary is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such significant subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such significant subsidiary. Except for the capital stock or other equity ownership interests of its Subsidiaries, as of the date of this Agreement, Andrew does not beneficially own directly or indirectly any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person that constitutes a Substantial Investment.

(h) Andrew terminated its Amended and Restated Employee Stock Purchase Plan, as amended to date (the Andrew Purchase Plan), effective prior to the date hereof.

4.3 Authority; Board Approval; Voting Requirements; No Conflict; Required Filings and Consents.

(a) Authority. Subject to obtaining the Andrew Stockholder Approval, Andrew has all requisite corporate power and authority to enter into this Agreement and to consummate the

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transactions contemplated hereby. The execution and delivery of this Agreement by Andrew, and the consummation by Andrew of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Andrew, and no other corporate proceedings on the part of Andrew and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than with respect to approval of this Agreement, the Merger and the other transactions contemplated hereby, the Andrew Stockholder Approval. This Agreement has been duly executed and delivered by Andrew. Assuming the due authorization, execution and delivery of this Agreement by ADC and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of Andrew enforceable against Andrew in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b) Board Approval. Subject to Section 5.3, the Board of Directors of Andrew has (A) determined that this Agreement and the Merger are advisable and fair to and in the best interest of Andrew and its stockholders, (B) approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, which approval and declaration have not been rescinded or modified, (C) resolved to recommend this Agreement and the Merger to its stockholders for approval, (D) directed that this Agreement and the Merger be submitted to its stockholders for consideration in accordance with this Agreement; and (E) approved termination of the Andrew Rights immediately prior to the Effective Time.

(c) Voting Requirements. The affirmative vote in favor of approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of Andrew Common Stock entitled to vote thereon (the Andrew Stockholder Approval) at a duly convened and held Andrew Stockholders Meeting (as defined in Section 6.1(b)) at which a quorum is present is the only vote of the holders of any class or series of Andrews capital stock necessary to approve and adopt this Agreement, the Merger and the other transactions contemplated hereby.

(d) No Conflict. The execution and delivery of this Agreement by Andrew does not, and the consummation by Andrew of the transactions contemplated hereby and compliance by Andrew with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, require any consent, waiver or approval under, give rise to any right of termination or other right, or the cancellation or acceleration of any right or obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Andrew or any of its Subsidiaries or any restriction on the conduct of Andrews business or operations under, (A) the Andrew Organizational Documents, (B) any Contract, permit, concession, franchise, license or authorization applicable to Andrew or any of its Subsidiaries or their respective properties or assets, (C) any judgment, order or decree, or (D) subject to the governmental filings and other matters referred to in Section 4.3(e), any statute, law, ordinance, rule or regulation applicable to Andrew or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (B), (C) and (D), any such conflicts, violations, defaults, rights, losses, restrictions or Liens, or failure to obtain consents, waivers or approvals, which would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Andrew.

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 (e) Required Filings or Consents. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required to be made or obtained by or with respect to Andrew or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Andrew or the consummation by Andrew of the transactions contemplated hereby, except for:

(i) the filing of a pre-merger notification and report form by Andrew under the HSR Act, and any applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction;

(ii) the filing with the SEC of:

(A) a proxy statement relating to the Andrew Stockholders Meeting to be included in the Joint Proxy Statement;

(B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act and communications under Rules 165 and 425 under the Securities Act, in each case, as may be required in connection with this Agreement and the transactions contemplated hereby;

(iii) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Andrew is qualified to do business;

(iv) filings required by state securities laws or other blue sky laws; and

(v) other consents, approvals, orders or authorizations, the failure of which to be made or obtained would not reasonably be likely to have a Material Adverse Effect on Andrew.

4.4 SEC Documents; Financial Statements.

(a) Andrew and each of its Subsidiaries has timely filed all reports, registrations, schedules, forms, statements and other documents, together with any amendments required to be made with respect thereto, that they were required to file since October 1, 2002 with Regulatory Agencies, and have paid all fees and assessments due and payable in connection therewith, except in each case where the failure to file such report, registration, schedule, form, statement or other document, or to pay such fees and assessments, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Andrew. No publicly available final registration statement, prospectus, report, form, schedule or definitive proxy statement filed since October 1, 2002 and prior to the close of business on May 10, 2006 (the Andrew Measurement Date) by Andrew with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the Andrew SEC Documents), as of their respective dates or, if amended prior to the date of this Agreement, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information contained in any subsequent Andrew SEC Document filed as of a later date (but before the date of this Agreement) will be deemed to

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modify information contained in any Andrew SEC Document filed as of an earlier date. As of their respective filing dates, all Andrew SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. None of Andrews Subsidiaries is required to file any reports with the SEC.

(b) The principal executive officer and principal financial officer of Andrew have made all certifications required by the Sarbanes-Oxley Act and any related rules and regulations promulgated thereunder by the SEC, and the statements contained in all such certifications were complete and correct in all material respects as of the respective dates made. Neither Andrew nor any of its officers has received notice from the SEC or the NASDAQ questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such certifications. Andrew is, and through the Closing Date will be, otherwise in material compliance with all applicable effective provisions of the Sarbanes-Oxley Act and the applicable listing and corporate governance rules of the NASDAQ.

(c) The financial statements of Andrew included in the Andrew SEC Documents complied, as of their respective dates of filing with the SEC, in all material respects with accounting requirements and the published rules and regulations of the SEC applicable with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the instructions and applicable rules of Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Andrew and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not, individually or in the aggregate, material).

(d) The financial statements of Andrew included in each publicly available final registration statement, prospectus, report, form, schedule or definitive proxy statement to be filed with the SEC pursuant to the Securities Act or Exchange Act after the date hereof until the Effective Time will comply, as of their respective dates of filing with the SEC, in all material respects with accounting requirements and the published rules and regulations of the SEC applicable with respect thereto, will be prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the instructions or other applicable rules of Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and will fairly present the consolidated financial position of Andrew and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not, individually or in the aggregate, expected to be material).

(e) Except as reflected or reserved against in the balance sheet of Andrew dated March 31, 2006 included in the Form 10-Q filed by Andrew with the SEC on May 10, 2006 (including the notes thereto, the Andrew Balance Sheet), neither Andrew nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) which are required by GAAP to be set forth on a consolidated balance sheet of Andrew and its consolidated Subsidiaries or in the notes thereto, other than (A) liabilities and obligations incurred since

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March 31, 2006 in the ordinary course of business which would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Andrew, or (B) liabilities and obligations incurred in connection with this Agreement or the transactions contemplated hereby.

(f) Neither Andrew nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any contract, agreement, arrangement or understanding (including any contract or arrangement relating to any transaction or relationship between or among Andrew and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Andrew or any of its Subsidiaries in Andrews or its Subsidiaries published financial statements.

4.5 Information Supplied. None of the information supplied or to be supplied by or on behalf of Andrew for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to Andrews stockholders or at the time of the Andrew Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Andrew with respect to information or statements with respect to ADC or its Subsidiaries made or incorporated by reference therein or otherwise supplied by or on behalf of ADC for inclusion or incorporation by reference in the Joint Proxy Statement or the Form S-4.

4.6 Absence of Certain Changes or Events.

(a) Since March 31, 2006 through the date hereof, except as and to the extent (i) disclosed in Andrews quarterly report for the fiscal quarter ended March 31, 2006 and filed on Form 10-Q with the SEC on May 10, 2006, or (ii) expressly contemplated by this Agreement:

(i) Andrew and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice in all material respects;

(ii) there has not been any split, combination or reclassification of any of Andrews capital stock or any declaration, setting aside or payment of any