Bank of America National Trust and Savings Association
1455 Market Street, 12th Floor
San Francisco, California 94103
April 27, 1999
Condor Systems, Inc.
2133 Samaritan Drive
San Jose, California 95124
Attn: Gary Viljoen
RE: Credit Agreement dated as of April 15, 1999 (the "Credit
Agreement") among Condor Systems, Inc., the other Credit Parties
party thereto, the Lenders party thereto and Bank of America
National Trust and Savings Association, as Agent
Gentlemen:
Reference is made to the Credit Agreement described above, the defined terms of
which are incorporated herein by reference.
The parties hereto agree to amend and restate Section 2.1(b)(iii) of the Credit
Agreement in its entirety to read as follows:
(iii) Advances. Each Lender will make its Commitment
Percentage of each Revolving Loan borrowing available to the
Agent for the account of the Borrower as specified in Section
3.15(a), or in such other manner as the Agent may specify in
writing, by 12:00 Noon (San Francisco, California time) on the
date specified in the applicable Notice of Borrowing in
Dollars and in funds immediately available to the Agent. Such
borrowing will then be made available to the Borrower by the
Agent by crediting the account of the Borrower on the books of
such office (or such other account of the Borrower as the
Borrower shall specify to the Agent from time to time) with
the aggregate of the amounts made available to the Agent by
the Lenders and in like funds as received by the Agent.
All references in the Credit Agreement and the other Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Credit Agreement as amended
hereby.
Except as modified hereby, all of the terms and provisions of the Credit
Agreement and the other Credit Documents shall remain in full force and effect.
This letter agreement shall be governed by and construed in accordance with the
laws of the State of New York.
This letter agreement may be executed in one or more counterparts, each of which
constitute an original, and all of which taken together shall constitute a
single document.
Sincerely,
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Agent
By:__________________________________
Name:________________________________
Title:_______________________________
ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
CONDOR SYSTEMS, INC.
By:______________________________
Name:____________________________
Title:___________________________
ACKNOWLEDGED AND CONSENTED TO AS OF THE DATE FIRST ABOVE WRITTEN:
WJCS, INC.
By:______________________________
Name:____________________________
Title:___________________________
AIRWAVE TECHNOLOGY, INC.
By:______________________________
Name:____________________________
Title:___________________________
AIRWAVE CAPITAL, INC.
By:______________________________
Name:____________________________
Title:___________________________
CEI SYSTEMS, INC.
By:______________________________
Name:____________________________
Title:___________________________
<PAGE>
ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
By:______________________________
Name:____________________________
Title:___________________________
ANTARES CAPITAL CORPORATION,
in its capacity as Documentation Agent and
individually as a Lender
By:______________________________
Name:____________________________
Title:___________________________
PARIBAS
By:______________________________
Name:____________________________
Title:___________________________
By:______________________________
Name:____________________________
Title:___________________________
