8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2006

ANDREW CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-14617	36-2092797
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3 Westbrook Corporate Center, Suite 900, Westchester, IL 60154
(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code, (708) 236-6600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

     As of June 16, 2006, Andrew Corporation entered into a First Amendment to Credit Agreement (the “First Amendment) with certain financial institutions named in the First Amendment and Bank of America, National Association, as Administrative Agent, for the Lenders and as L/C Issuer. The First Amendment amends in certain respects Andrew’s Credit Agreement dated as of September 29, 2005, which was filed as Exhibit 99.2 to Andrew’s Form 8-K filed on October 5, 2005 (the “Credit Agreement”). The First Amendment amended the Credit Agreement such that (i) any agreement entered into by Andrew and ADC Telecommunications, Inc. (“ADC”) in furtherance of the proposed merger between them announced on May 31, 2006 (the “ADC Merger Transaction”) would not be taken into account for purposes of determining if a change of control of Andrew had occurred until the earlier to occur of the date of the consummation of the ADC Merger Transaction and March 31, 2007 (unless the agreements concerning the ADC Merger Transaction have been previously terminated) and (ii) the maturity date of the Credit Facility was amended to mean the earlier of September 29, 2010 and the date of consummation of the ADC Merger Transaction.

     In addition, the Administrative Agent and Lenders also waived any event of default under the Credit Facility occurring due to a change of control of Andrew resulting from any agreement entered into between Andrew and ADC in furtherance of the ADC Merger Transaction until the earlier to occur of the date of the consummation of the Merger Transaction and March 31, 2007 (unless the agreements concerning the ADC Merger Transaction have been previously terminated).

     The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 10.1 hereto and incorporated into this report by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth in Item 1.01 above is incorporated by reference into this Item.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibit Description
10.1	First Amendment to Credit Agreement dated June 16, 2006 among Andrew Corporation, the Designated Subsidiaries of Andrew Corporation, certain financial institutions named therein and Bank of America, National Association, as Administrative Agent, for the Lenders and as L/C Issuer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ANDREW CORPORATION
By:	/s/ Marty R. Kittrell
Name:	Marty R. Kittrell
Title:	Chief Financial Officer

Dated: June 19, 2006

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Credit Agreement dated June 16, 2006 among Andrew Corporation, the Designated Subsidiaries of Andrew Corporation, certain financial institutions named therein and Bank of America, National Association, as Administrative Agent, for the Lenders and as L/C Issuer.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 16, 2006 (the “Amendment”), is entered into among (i) ANDREW CORPORATION, a Delaware corporation (the “Company”), and the Designated Subsidiaries of the Company that are parties thereto (together with the Company, the “Borrowers”), (ii) the undersigned financial institutions, and (iii) BANK OF AMERICA, NATIONAL ASSOCIATION (“Bank of America”), as administrative agent (the “Administrative Agent”) for the Lenders and as L/C Issuer.

R E C I T A L S:

     1) The Borrowers, various financial institutions (the “Lenders”), the Administrative Agent and the L/C Issuer entered into a Credit Agreement, dated as of September 29, 2005 (the “Credit Agreement”).

     2) The Borrowers have requested that the Lenders and the Administrative Agent enter into this Amendment in order to make certain amendments to the Credit Agreement as provided herein.

     3) Capitalized terms used herein and not otherwise defined shall have the meanings provided for in the Credit Agreement.

     4) In consideration of the mutual agreements contained herein the parties hereto agree as follows:

1. AMENDMENT

     Upon satisfaction of the conditions set forth in Section 2 hereof, the Credit Agreement is amended as follows:

     1.1 Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions of “ADC” and “ADC Merger Transaction” in appropriate alphabetical order:

     “ADC” means ADC Telecommunications, Inc., a Minnesota corporation.

     “ADC Merger Transaction” means the proposed stock-for-stock merger transaction between ADC and the Company as announced in the May 31, 2006 press release by ADC and the Company.”

     1.2 Section 1.1 of the Credit Agreement is hereby amended by restating paragraph (c) of the definition of Change of Control to read as follows:

     “(c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Company, or control over the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing 30% or more of the combined voting power of such securities; provided, however, that any contract or arrangement entered into between ADC and the Company in furtherance of the ADC Merger Transaction will not be taken into account for purposes of this paragraph (c) until the earlier to occur of (a) the date of the consummation of the ADC Merger Transaction or (b) March 31, 2007 if, prior to such date all such contracts and arrangements have not been terminated in a manner reasonably satisfactory to the Administrative Agent.”

     1.3 Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Maturity Date” contained therein in its entirety to read as follows:

     “Maturity Date” means the earlier of (i) September 29, 2010, or (ii) the date of the consummation of the ADC Merger Transaction.”

2. CONDITIONS PRECEDENT

     This Amendment shall become effective at such time as the Administrative Agent has received counterparts of this Amendment executed by the Borrowers and the Required Lenders and the Administrative Agent.

3. WAIVER

     The Administrative Agent and the Lenders hereby waive any Event of Default occurring due to a Change of Control resulting from any contract or arrangement entered into by the Company and ADC in furtherance of the ADC Merger Transaction prior to the effective date of this Amendment. The foregoing waiver shall expire on the earlier to occur of (a) the date of the consummation of the ADC Merger Transaction or (b) March 31, 2007 unless, prior to such date all such contracts and arrangements have been terminated in a manner reasonably satisfactory to the Administrative Agent.

4. EXPENSES

     The Company shall pay, promptly upon receipt of a reasonably detailed invoice therefor, all reasonable attorneys’ fees and out-of-pocket costs of the Administrative Agent in connection with this Amendment.

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5. MISCELLANEOUS

     5.1 Limited Nature of Amendments. The parties hereto acknowledge and agree that the terms and provisions of this Amendment amend, add to and constitute a part of the Credit Agreement. Except as expressly modified and amended by the terms of this Amendment, all of the other terms and conditions of the Credit Agreement and all documents executed in connection therewith or referred to or incorporated therein remain in full force and effect and are hereby ratified, reaffirmed, confirmed and approved.

     5.2 Conflict. If there is an express conflict between the terms of this Amendment and the terms of the Credit Agreement, or any of the other agreements or documents executed in connection therewith or referred to or incorporated therein, the terms of this Amendment shall govern and control.

     5.3 Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original. Receipt by the Administrative Agent from a Lender of an executed signature page hereto by facsimile or e-mail shall be effective as receipt of an original manually executed counterpart.

     5.4 Representations and Warranties. The Company represents and warrants to the Administrative Agent and the Lenders as follows: (A) the Company and each Designated Subsidiary has all necessary power and authority to execute and deliver this Amendment and perform its obligations hereunder; (B) this Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Company and each Designated Subsidiary and are enforceable against the Company and each Designated Subsidiary in accordance with their terms; and (C) all representations and warranties of the Company contained in the Credit Agreement and all other agreements, instruments and other writings relating thereto are true and complete as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date.

     5.5 Governing Law. This Amendment shall be construed in accordance with and governed by and the internal laws of the State of Illinois, without giving effect to choice of law principles.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

ANDREW CORPORATION
By:	/s/ Dan Hartnett
Name:	Dan Hartnett
Title:	Vice President, Tax and Treasury
DESIGNATED SUBSIDIARIES:
ANDREW AG
By:	/s/ Mark A. Olson
Name:	Mark A. Olson
Title:	Chairman
ANDREW TELECOMMUNICATIONS PRODUCTS SRL
By:	/s/ James F. Petelle
Name:	James F. Petelle
Title:	Director
MIKOM-GMBH MIKROTECHNIK ZUR KOMMUNIKATION
By:	/s/ James F. Petelle
Name:	James F. Petelle
Title:	Managing Director
ANDREW HOLDINGS (GERMANY) GmbH
By:	/s/ James F. Petelle
Name:	James F. Petelle
Title:	Managing Director

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BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Suzanne M. Paul
Name:	Suzanne M. Paul
Title:	Vice President

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LENDERS
BANK OF AMERICA, N.A., as a Lender, L/C Issuer, Swing Line Lender and Foreign Swing Line Lender
By:	/s/ Craig W. McGuire
Name:	Craig W. McGuire
Title:	Senior Vice President

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CITICORP NORTH AMERICA, INC., as a Lender and Syndication Agent
By:	/s/ Ross Levitsky
Name:	Ross Levitsky
Title:	Vice President

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FIFTH THIRD BANK (CHICAGO), as Co-Documentation Agent and Lender

By:

Name:

Title:

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HARRIS N.A., as Co-Documentation Agent and Lender
By:	/s/ Naghmeh Hashemifard
Name:	Naghmeh Hashemifard
Title:	Vice President

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U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender
By:	/s/ R. Michael Newton
Name:	R. Michael Newton
Title:	Vice President

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WELLS FARGO BANK, N.A., as Co-Documentation Agent and Lender
By:	/s/ Corinne M. Potter
Name:	Corinne M. Potter
Title:	Assistant Vice President

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THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, as a Lender
By:	/s/ Tsuguyuki Yumene
Name:	Tsuguyuki Yumene
Title:	Deputy General Manager

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JPMORGAN CHASE BANK, N.A., as a Lender

By:

Name:

Title:

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MIZUHO CORPORATE BANK, LTD., as a Lender
By:	/s/ Bertram Tang
Name:	Bertram Tang
Title:	Senior Vice President and Team Leader

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BANCA NAZIONALE DEL LAVORO SPA, NEW YORK BRANCH, as a Lender

By:

Name:

Title:

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THE BANK OF NEW YORK, as a Lender
By:	/s/ Walter C. Parelli
Name:	Walter C. Parelli
Title:	Vice President

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MORGAN STANLEY BANK, as a Lender
By:	/s/ Daniel Twenge
Name:	Daniel Twenge
Title:	Vice President

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NATIONAL CITY BANK OF THE MIDWEST, as a Lender
By:	/s/ Stephanie A. Kline
Name:	Stephanie A. Kline
Title:	Vice President

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THE NORTHERN TRUST COMPANY, as a Lender
By:	/s/ Chris McKean
Name:	Chris McKean
Title:	Vice President

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