EXHIBIT 10.4
WAIVER AND AMENDMENT
June 30, 2005
The undersigned institution, a Lender under the Amended and Restated
Credit Agreement dated as of December 29, 2004, as amended and restated as of
February 16, 2005 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Symbol Technologies, Inc. ("Symbol"), the
lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent, by its signature below hereby (a) waives the provisions of
Section 6.08(b) of the Credit Agreement to the extent, and only to the extent,
required to permit Symbol to (i) terminate all its outstanding Shared
Appreciation Income Linked Securities exchangeable debt (the "SAILs Debt") and
(ii) make payments to the holders of such SAILs Debt in respect of cash calls
resulting from such termination of a net amount not exceeding $17,000,000, in
aggregate (the "Termination Payment") and (b) amends the definition of
"Consolidated Interest Expense" in Section 1.01 of the Credit Agreement to the
extent, and only to the extent, required to exclude the amount of the
Termination Payments from the calculation thereof.
Acknowledged and Agreed
Lender: ▇▇▇▇▇▇▇ Bank PLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director Loan Transaction Management
Lender: Bank of Tokyo - Mitsubishi Trust Company
by: /s/ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇▇▇
Title: VP & Team Leader
Lender: UBS Loan Financial LLC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director Banking Products Services, US
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director Banking Products Servicas, US
2
Lender: North Fork Bank
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
Title: Vice President
Lender: Key Bank National Association
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
Lender: Citibank N.A.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Lender: BNP Paribas
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Lender: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A
By: /s/▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Sr. Vice President
Lender: Wachovia Bank, N.A.
By: /s/▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Lender: Bank Leumi USA
By: /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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3
Name: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: First Vice President