L-3 COMMUNICATIONS CORPORATION
CONSENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT
This CONSENT AND SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED
364 DAY CREDIT AGREEMENT (this "AMENDMENT") is dated as of February 25, 2002 and
entered into by and among L-3 COMMUNICATIONS CORPORATION, a Delaware corporation
(the "BORROWER") which is wholly owned by L-3 COMMUNICATIONS HOLDINGS, INC., a
Delaware corporation ("HOLDINGS"), the Lenders party to the Credit Agreement
referred to below on the date hereof (the "LENDERS"), BANK OF AMERICA, N.A.,
("BOA"), as administrative agent for the Agents (as defined below) and the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), ▇▇▇▇▇▇ COMMERCIAL PAPER,
INC. ("LCPI") as syndication agent and documentation agent (in such capacity,
the "SYNDICATION AGENT" and the "DOCUMENTATION AGENT") and certain financial
institutions named as co-agents. All capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Syndication Agent, the
Documentation Agent, the Administrative Agent and certain other parties have
entered into the Second Amended and Restated 364 Day Credit Agreement dated as
of May 16, 2001 (as amended, supplemented, restated or otherwise modified from
time to time, the "CREDIT AGREEMENT"); and
WHEREAS, the Borrower desires that the Lenders consent to an extension
of the Revolving 364 Day Termination Date, provide a limited waiver of
compliance with Section 7.10(a) of the Credit Agreement and amend certain
provisions of the Credit Agreement to, inter alia, (i) allow the Borrower to
refinance certain subordinated debt, (ii) facilitate the extension of the
Revolving 364 Day Termination Date, (iii) increase the amount of certain
permitted Indebtedness, (iv) amend the Debt Ratio, and (v) make certain other
amendments.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. CONSENT AND WAIVER FOR EXTENSION.
1.1 Extension of Revolving 364 Day Termination Date. Borrower has
requested that each Lender consent to the extension of the Revolving 364 Day
Termination Date for an additional 364 day period commencing on the "Extension
Effective Date" (as defined below) (the "REQUESTED EXTENSION"). The Borrower has
also requested that each Lender waive the requirements in subsection 2.5(a) of
the Credit Agreement that (i) the Borrower's request for the proposed Requested
Extension be made no earlier than 60 days prior to the scheduled Revolving
364 Day Termination Date (the "NOTICE LIMITATION"), (ii) each Lender shall
advise the Administrative Agent and the Borrower whether such Lender consents to
the Requested Extension not later than 30 days after receipt of notice of the
proposed Requested Extension (the "RESPONSE PERIOD") and (iii) the Borrower
provide the Administrative Agent with no less than 5 day's prior written notice
(the "FIVE DAY PERIOD") of the Borrower's election to exercise the Extension
Option with only those Lenders constituting Extending Lenders in accordance with
subsection 2.5(a) of the Credit Agreement (the "EXERCISE NOTICE"). In addition,
the Borrower has been advised by certain Lender(s) (each a "NONCONSENTING
LENDER") that such Nonconsenting Lender(s) do not desire to consent to the
Requested Extension. Solely in connection with the Requested Extension, Borrower
requests that the 5 Business Day prior notice requirement for replacing such a
Nonconsenting Lender in subsection 2.17 of the Credit Agreement be waived (the
"NONCONSENTING LENDER NOTICE PERIOD"). Subject to the satisfaction of the
conditions precedent to this Amendment set forth in Section 4 hereof, (i) each
Lender executing this Amendment hereby consents to the Requested Extension and
agrees to waive the Notice Limitation, the Response Period and the Nonconsenting
Lender Notice Period solely with respect to the Requested Extension and (ii)
each Lender agrees to waive the delivery of the Exercise Notice in the Five Day
Period, provided that such Exercise Notice shall be delivered to the
Administrative Agent on or prior to the Extension Effective Date.
SECTION 2. LIMITED WAIVER FOR EQUITY PROCEEDS APPLICATION. Borrower has
advised the Lenders that Borrower will issue Additional Subordinated
Indebtedness not to exceed $500,000,000 in principal amount at or about the time
of the consummation of the AIS Acquisition by Borrower to finance a portion of
the purchase price of the AIS Acquisition (the "SUBORDINATED BRIDGE
INDEBTEDNESS"). Borrower has advised the Lenders that Borrower desires to
refund, refinance and/or repay the Subordinated Bridge Indebtedness with the
proceeds of an issuance of Additional Subordinated Indebtedness and/or an
issuance of common stock or preferred stock of Holdings which issuance of such
preferred stock requires no cash redemption or other principal payment prior to
the date that is one year after the "Termination Date" (as such term is defined
in the Facility A Credit Agreement) (any such issuance of common or preferred
stock, a "SPECIAL EQUITY ISSUANCE"). To permit Borrower to repay the
Subordinated Bridge Indebtedness with the proceeds of a Special Equity Issuance,
Borrower requests that the Required Lenders grant a limited waiver of compliance
with the terms of Section 7.10(a) for such purpose. Subject to the satisfaction
of each of the conditions to effectiveness set forth in Section 5 of this
Amendment, the Required Lenders hereby waive compliance with Section 7.10(a) of
the Credit Agreement solely for the purpose of permitting Borrower to repay the
Subordinated Bridge Indebtedness with the proceeds of a Special Equity Issuance.
The foregoing waiver shall be limited as written and shall not be deemed to
operate as a waiver of compliance with Section 7.10(a) for any Additional
Subordinated Indebtedness issued to refund, refinance and/or repay the
Subordinated Bridge Indebtedness or for any other purpose.
SECTION 3. GENERAL AMENDMENTS. Subject to the satisfaction of each of
the conditions to effectiveness set forth in Section 5 of this Amendment, the
Borrower and the Required Lenders hereby agree to amend the Credit Agreement as
follows:
3.1 The following defined terms are hereby added to Subsection 1.1 of
the Credit Agreement in proper alphabetical order:
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"AIS Acquisition": shall mean the acquisition by Borrower of
certain assets of the Aircraft Integration Systems operating segment of
Raytheon Company.
"Lender Fee Letter": shall mean that certain Lender Fee Letter
for $750 Million Senior Credit Facilities between the Administrative
Agent, BAS and the Borrower dated on or about February 8, 2002.
3.2 The following defined term in Subsection 1.1 of the Credit
Agreement is hereby amended and restated as follows:
"Credit Documents": this Agreement, the Notes, the
Applications, the Guarantees, the Fee Letter, the Lender Fee Letter and
the Pledge Agreements.
3.3 The term "Consolidated EBITDA" in Subsection 1.1 of the Credit
Agreement is amended by adding the following new language at the end thereof:
"For the purposes of calculating Consolidated EBITDA for any
period of four consecutive fiscal quarters occurring after the AIS
Acquisition (each, a "Reference Period") pursuant to any determination
of the Debt Ratio, Consolidated EBITDA for such Reference Period shall
be calculated after giving pro forma effect to (i) exclude from costs
the positive difference, if any, between (A) the amount of annual
corporate overhead costs attributed to the operations associated with
the business comprising the AIS Acquisition by Raytheon Company prior
to such acquisition by the Borrower and (B) the amount of annual
corporate overhead costs that will be attributed by the Borrower to the
operations associated with the business comprising the AIS Acquisition
from and after such acquisition by the Borrower, (ii) exclude any
losses or gains associated with any contract estimate at completion
("EAC"), unrecoverable inventories and uncollectable receivables
adjustment included in the historical results of operations associated
with the business comprising the AIS Acquisition within the 12 months
prior to the effective date of the AIS Acquisition for accounting
purposes, if such contract EAC, unrecoverable inventories or
uncollectible receivable adjustments pertained to contracts or assets
excluded from the business comprising the AIS Acquisition, and (iii)
exclude any losses or gains, up to a maximum amount of $16,000,000,
associated with any contract EAC, unrecoverable inventories and
uncollectable receivables adjustment included in the historical results
of operations associated with the Sea Sentinel contract within the 12
months prior to the effective date of the AIS Acquisition for
accounting purposes; provided, however, that such adjustments to
Consolidated EBITDA are demonstrated by appropriate footnotes to the
audited financial statements of the business comprising the AIS
Acquisition or appropriate schedules and other materials prepared and
certified by the Borrower and delivered to the Administrative Agent no
more than 15 days after the completion of the audit of the financial
statements of the business comprising the AIS Acquisition for the
fiscal year ended prior to the consummation of AIS Acquisition."
3.4 The following defined term in Subsection 1.1 of the Credit
Agreement is hereby amended and restated as follows:
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"Revolving 364 Day Commitment": the commitment of a Lender, as
set forth on Schedule I hereto as amended from time to time pursuant to
this Agreement, to make Revolving 364 Day Loans to the Borrower
pursuant to Subsection 2.1(a)(i) and to issue and/or purchase
participations in Letters of Credit pursuant to Section 3; and
"Revolving 364 Day Commitments" means the Revolving 364 Day Commitments
of all Lenders in the aggregate set forth on Schedule I hereto, as
amended from time to time pursuant to this Agreement.
3.5 Subsection 7.1(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(a) Debt Ratio. Permit the Debt Ratio at the last day of any
fiscal quarter to be greater than the ratio set forth below opposite
the date on which such fiscal quarter ends:
Fiscal Quarter Ending Ratio
June 30, 2001 4.50
September 30, 2001 4.50
December 31, 2001 4.50
March 31, 2002 4.85
June 30, 2002 4.85
September 30, 2002 4.50
December 31, 2002 4.25
March 31, 2003 4.25
June 30, 2003 4.25
September 30, 2003 4.25
December 31, 2003 4.00
March 31, 2004 4.00
June 30, 2004 4.00
September 30, 2004 4.00
December 31, 2004 and thereafter 3.50
3.6 Subsection 7.2(e) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(e) Indebtedness of the Borrower or any Subsidiary in respect
of any Subordinated Debt, and refundings or refinancings thereof,
provided that the Indebtedness being incurred to accomplish such
refunding or refinancing shall qualify as Additional Subordinated
Indebtedness;"
3.7 Schedule 7.2(f) to the Credit Agreement is hereby amended by deleting
therefrom each reference to any Subordinated Debt and Convertible Securities
appearing therein.
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3.8 Subsection 7.2(j) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(j) Indebtedness of the Borrower or any of its Subsidiaries
(other than as described under subsection 7.2(a) above) incurred in
connection with the issuance of any surety bonds, performance letters
of credit or other similar performance bonds required pursuant to any
Contractual Obligation or Requirement of Law to which Borrower or any
of its Subsidiaries are subject in an aggregate principal amount not
exceeding $200,000,000 at any time outstanding; and"
3.9 Subsection 7.10(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(a) Except pursuant to a refinancing or refunding permitted
by subsection 7.2(e) hereof, make any optional payment or prepayment on
or redemption or purchase of, or deliver any funds to any trustee for
the prepayment, redemption or defeasance of, any Subordinated Debt or
amend, modify or change, or consent or agree to any amendment,
modification or change to any of the material terms of any such
Subordinated Debt Documents (other than any such amendment,
modification or change which would extend the maturity or reduce the
amount of any payment of principal thereof or which would reduce the
rate or extend the date for payment of interest thereon)."
SECTION 4. CONDITIONS TO EFFECTIVENESS FOR SECTION 1. The provisions of
Section 1 of this Amendment shall be deemed effective as of the date when each
of the following conditions have been satisfied (such effective date occurring
upon satisfaction of such conditions being referred to herein as the "EXTENSION
EFFECTIVE DATE"):
4.1 The Borrower shall have delivered to Administrative Agent executed
copies of this Amendment and each of the other Credit Parties shall have
delivered to the Administrative Agent executed copies of the Guarantors' Consent
and Acknowledgment to this Amendment in the form attached hereto; provided that
if not all of the Lenders shall have complied with the condition set forth in
Section 4.2 below, the Borrower shall have provided the Administrative Agent
with the Exercise Notice;
4.2 The Required Lenders, each of which shall be an Extending Lender,
shall have delivered to the Administrative Agent an executed original or
facsimile of a counterpart of this Amendment and, solely with respect to the
waiver of the Nonconsenting Lender Notice Period, each Nonconsenting Lender
shall have delivered to the Administrative Agent an executed original or
facsimile counterpart of its signature page to this Amendment as a Nonconsenting
Lender;
4.3 The Administrative Agent shall have received a secretary's or
assistant secretary's certificate of the Borrower certifying board resolutions
authorizing the execution, delivery and performance of this Amendment by the
Borrower.
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4.4 The representations and warranties contained in Section 6 hereof
shall be true and correct in all respects; and
4.5 All conditions to effectiveness set forth in Sections 3.1, 3.2, 3.3
and 3.4 in the Second Amendment to the Third Amended and Restated Credit
Agreement of even date herewith shall have been satisfied.
SECTION 5. CONDITIONS TO EFFECTIVENESS FOR SECTIONS 2 AND 3. The
provisions of Sections 2 and 3 of this Amendment shall be deemed effective as of
the date when each of the following conditions have been satisfied (such
effective date occurring upon satisfaction of such conditions being referred to
herein as the "SECOND AMENDMENT EFFECTIVE DATE"):
5.1 The Borrower shall have delivered to Administrative Agent executed
copies of this Amendment and each of the other Credit Parties shall have
delivered to the Administrative Agent executed copies of the Guarantors' Consent
and Acknowledgment to this Amendment in the form attached hereto;
5.2 The Required Lenders shall have delivered to the Administrative
Agent an executed original or facsimile of a counterpart of this Amendment;
5.3 The Administrative Agent shall have received a secretary's or
assistant secretary's certificate of the Borrower certifying board resolutions
authorizing the execution, delivery and performance of this Amendment by the
Borrower;
5.4 The representations and warranties contained in Section 6 hereof
shall be true and correct in all respects; and
5.5 All conditions to effectiveness set forth in Sections 3.1, 3.2, 3.3
and 3.4 in the Second Amendment to the Third Amended and Restated Credit
Agreement of even date herewith shall have been satisfied.
SECTION 6. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders
to enter into this Amendment and to amend the Credit Agreement in the manner
provided herein, the Borrower represents and warrants to each Lender that the
following statements are true, correct and complete:
6.1 Authorization and Enforceability. (a) The Borrower has all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT"), (b)
the execution and delivery of this Amendment has been duly authorized by all
necessary corporate action on the part of the Borrower and (c) this Amendment
and the Amended Agreement have been duly executed and delivered by the Borrower
and, when executed and delivered, will be the legally valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance with
their respective terms, subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or similar laws relating to or
limiting creditors' rights generally, (ii) general equitable principles
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(whether considered in a proceeding, in equity or at law) and (iii) an implied
covenant of good faith and fair dealing.
6.2 Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 4 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Second Amendment Effective Date and/or Extension
Effective Date (as applicable), to the same extent as though made on and as of
that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date.
6.3 Absence of Default and Setoff. No event has occurred and is
continuing or will result from the consummation of the transactions contemplated
by this Amendment that would constitute an Event of Default or a potential Event
of Default and no defense, setoff or counterclaim of any kind, nature or
description exists to the payment and performance of the obligations owing by
Borrower to the Agents and the Lenders.
SECTION 7. MISCELLANEOUS.
7.1 Effect on the Credit Agreement and the other Credit Documents.
Except as specifically amended by this Amendment, the Credit Agreement and the
other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed. The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy of the
Administrative Agent or any Lender under, the Credit Agreement or any of the
other Credit Documents.
7.2 Fees and Expenses. The Borrower acknowledges that all costs, fees
and expenses as described in Section 10.5 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Borrower.
7.3 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
7.4 SUBMISSION TO JURISDICTION; WAIVERS; WAIVER OF JURY TRIAL;
ACKNOWLEDGMENTS; CONFIDENTIALITY. Each of the terms and conditions set forth in
Sections 10.12, 10.13, 10.14 and 10.15 of the Credit Agreement are hereby
incorporated into this Amendment as if set forth fully herein except that each
reference to "Agreement" therein shall be deemed to be a reference to
"Amendment" herein.
7.5 Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together
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shall constitute but one and the same instrument. Except for the terms of
Section 1 hereof (which shall only become effective on the Extension Effective
Date) and the terms of Sections 2 and 3 hereof (which shall only become
effective on the Second Amendment Effective Date), this Amendment shall become
effective upon the execution of a counterpart hereof by the Borrower and the
Required Lenders and receipt by the Borrower and the Administrative Agent of
written or telephonic notification of such execution and authorization of
delivery thereof.
7.6 Acknowledgement Regarding Pricing. Borrower acknowledges and agrees
that notwithstanding anything to the contrary contained in this Amendment or the
Credit Agreement, for period following the date the Borrower consummates the AIS
Acquisition through but not including the Adjustment Date related to the fiscal
quarter ending as of March 31, 2002, the Applicable Margin and the Commitment
Fee will be equal to the pricing level applicable to a Debt Ratio of >4.25x.
7.7 Rollover Fee. Subject to the occurrence of the Extension Effective
Date, the Borrower hereby agrees to pay to each Lender consenting to the
Requested Extension and the waiver of the Notice Limitation (each such Lender, a
"Consenting Lender") a non-refundable fee (the "Rollover Fee") in the amount set
forth in the Lender Fee Letter. The Rollover Fee owing to each Consenting Lender
pursuant to the terms of the Lender Fee Letter shall be paid in immediately
available funds by the Borrower to the Administrative Agent for the benefit of
such Consenting Lenders not later than noon (New York time) on the first
Business Day following the occurrence of the Extension Effective Date.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
L-3 COMMUNICATIONS CORPORATION
By: ___________________________________________
Title:
BANK OF AMERICA, N.A.,
as Administrative Agent
By: ___________________________________________
Title:
BANK OF AMERICA, N.A.,
as a Lender
By: ___________________________________________
Title:
▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as Documentation Agent, Syndication Agent and as
a Lender
By: ___________________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED 364 DAY CREDIT AGREEMENT]
Guarantors' Acknowledgment and Consent
Each of the undersigned hereby acknowledges receipt of the
attached Amendment and consents to the execution and performance thereof by L-3
Communications Corporation. Each of the undersigned hereby also reaffirms that
the guarantee and any applicable Pledge Agreement of such undersigned in favor
of the Administrative Agent for the ratable benefit of the Lenders and the
Agents remains in full force and effect and acknowledges and agrees that there
is no defense, setoff or counterclaim of any kind, nature or description to
obligations arising under such guarantee or any applicable Pledge Agreement.
Date: February 25, 2002
L-3 COMMUNICATIONS HOLDINGS, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President-General Counsel and
Secretary
HYGIENETICS ENVIRONMENTAL
SERVICES, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
L-3 COMMUNICATIONS ILEX SYSTEMS,
INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
L-3 COMMUNICATIONS SPD
TECHNOLOGIES INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
L-3 COMMUNICATIONS AYDIN
CORPORATION
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
MICRODYNE CORPORATION
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
▇▇▇▇▇▇▇ RESEARCH CORPORATION
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
EER SYSTEMS, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
ELECTRODYNAMICS, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
▇▇▇▇▇▇▇▇, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
INTERSTATE ELECTRONICS
CORPORATION
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
KDI PRECISION PRODUCTS, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
L-3 COMMUNICATIONS DBS
MICROWAVE, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
L-3 COMMUNICATIONS ESSCO, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
L-3 COMMUNICATIONS STORM
CONTROL SYSTEMS, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
MPRI, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
PAC ORD, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
POWER PARAGON, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
SOUTHERN CALIFORNIA
MICROWAVE INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
SPD ELECTRICAL SYSTEMS, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
SPD HOLDINGS, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
SPD SWITCHGEAR, INC.
By: __________________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE BANK OF NEW YORK
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
BANK ONE, N.A. (Main Office Chicago)
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
FLEET NATIONAL BANK
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
CREDIT LYONNAIS NEW YORK
BRANCH
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
FIRST UNION COMMERCIAL
CORPORATION
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE FUJI BANK, LIMITED
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
HSBC BANK USA
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE GOVERNOR AND COMPANY OF
THE BANK OF IRELAND
By:_________________________________
Title:
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
COMERICA BANK
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
CREDIT INDUSTRIEL ET COMMERCIAL
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE DAI-ICHI KANGYO BANK, LTD.
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
BARCLAYS BANK PLC
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
RZB FINANCE LLC
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
ERSTE BANK, NEW YORK
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
GENERAL ELECTRIC CAPITAL
CORPORATION
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
SOCIETE GENERALE
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
SUNTRUST BANK
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
▇▇▇▇▇▇▇ BANK
By:_________________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
NONCONSENTING LENDER:
The undersigned Nonconsenting Lender
hereby consents only to the waiver of
the Nonconsenting Lender Notice Period
set forth in Section 1.1 of this
Amendment, but does not consent to any
other term of this Amendment.
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: ______________________________
Name: ____________________________
Title:
[SIGNATURE PAGES TO CONSENT AND SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]