AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 2 TO

CREDIT AGREEMENT

AMENDMENT NO. 2, dated as of May 20, 2009 (this “ Amendment ”), among COMMSCOPE, INC., a Delaware corporation (the “ Borrower ”), the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Required Lenders listed on the signature pages hereto, to the CREDIT AGREEMENT, dated as of December 27, 2007, as amended prior to the date hereof (the “ Credit Agreement ”), among the Borrower, each lender from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, Section 10.01 of the Credit Agreement permits the Credit Agreement to be amended from time to time;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendments .

Upon and subject to the Amendment No. 2 Effective Date (as defined below), the Credit Agreement is amended as follows:

(a) The definition of “Letter of Credit Sublimit” in the Credit Agreement is hereby amended by replacing “$85,000,000” with “$125,000,000”.

(b) Section 2.03(a)(ii)(A) of the Credit Agreement is hereby amended by replacing “$15,000,000” with “$25,000,000”.

(c) Section 2.05(b)(x) of the Credit Agreement is hereby replaced in its entity with the following:

“(x) Amounts to be applied pursuant to this Section 2.05(b) to the prepayment of Term A Loans, Term B Loans and Revolving Credit Loans shall be applied, as applicable, first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans. Notwithstanding the foregoing, if any Lender exercises its option pursuant to Section 2.05(b)(vii) to decline a mandatory prepayment of Term B Loans and after giving effect to the exercise of such option, there would be Base Rate Loans and Eurodollar Rate Loans that are Term B Loans, then such prepayment shall be applied to Base Rate Loans and Eurodollar Rate Loans on a pro rata basis. Notwithstanding the foregoing, if after giving effect to the foregoing the amount of any prepayment of Loans required under this Section 2.05(b) shall be in excess of the amount of the Base Rate Loans at the time outstanding or any portion of such prepayment shall be required to be

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applied to Eurodollar Rate Loans pursuant to the immediately preceding sentence (in either case, an “ Excess Amount ”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans (or required to be applied to Base Rate Loans pursuant to the immediately preceding sentence, as the case may be) shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Administrative Agent and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any breakage costs owing to the Lenders; provided , further , however , that (X) this Section 2.05(b)(x) shall not apply if the Borrower is required to prepay the Loans pursuant to the second proviso in Section 2.05(b)(ii) or the second proviso in Section 2.05(b)(v) and (Y) if any Lender exercises its option pursuant to Section 2.05(b)(vii) to decline a mandatory prepayment of Term B Loans and after giving effect to the exercise of such option, there would be more than one Term B Borrowing of Eurodollar Rate Loans, then such prepayment shall be applied to all Term B Borrowings of Eurodollar Rate Loans on a pro rata basis.”

(d) Section 7.05(k) of the Credit Agreement is hereby replaced in its entirety with the following:

“(k) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 ; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, and (ii) the aggregate fair market value of all property Disposed of in reliance on this clause (k) in any fiscal year shall not exceed $45,000,000, and no more than $15,000,000 of the aggregate consideration therefor in such fiscal year shall consist of consideration that is not cash or Cash Equivalents; and”.

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(e) Section 7.11(a) of the Credit Agreement is hereby amended by replacing the table therein in its entirety with the following table:

(f) Section 7.11(b) of the Credit Agreement is hereby amended by replacing the table therein in its entirety with the following table:

Section 2. Representations and Warranties .

Borrower represents and warrants to the Lenders as of the date hereof and the Amendment No. 2 Effective Date that:

(a) The execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or binding upon such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any