First Amendment to Credit Agreement between Condor Systems, Inc. and Bank of America National Trust and Savings Association

Summary

This amendment updates a previous credit agreement dated April 15, 1999, between Condor Systems, Inc., several affiliated companies, and a group of lenders led by Bank of America. The amendment specifically revises the terms regarding how loan advances are made to Condor Systems, clarifying the process and timing for distributing funds. All other terms of the original agreement remain unchanged. The amendment is effective upon signing by all parties and is governed by New York law.

EX-10.3.1 7 0007.txt FIRST AMENDMENT 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:___________________________ 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:___________________________