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: Xxxxxxx Bank PLC
By: /s/ Xxxxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Director Loan Transaction Management
Lender: Bank of Tokyo - Mitsubishi Trust Company
by: /s/ X. Xxxxxxxxx
--------------------------
Name: X. Xxxxxxxxx
Title: VP & Team Leader
Lender: UBS Loan Financial LLC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director Banking Products Services, US
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director Banking Products Servicas, US
2
Lender: North Fork Bank
By: /s/Xxxxxx Xxxxx
-----------------------
Name:
Title: Vice President
Lender: Key Bank National Association
By: /s/Xxxx Xxxxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxxxx
Title: Senior Vice President
Lender: Citibank N.A.
By: /s/Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Lender: BNP Paribas
By: /s/Xxxxxxx Xxxx
----------------------
Name: Xxxxxxx Xxxx
Title: Managing Director
By: /s/Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Lender: XX Xxxxxx Xxxxx Bank, N.A
By: /s/Xxxxx Xxxxx
----------------------
Name: Xxxxx Xxxxx
Title: Sr. Vice President
Lender: Wachovia Bank, N.A.
By: /s/X. Xxxxxx Xxxxxx
----------------------------
Name: X. Xxxxxx Xxxxxx
Title: Vice President
Lender: Bank Leumi USA
By: /s/ X. Xxxxx Xxxxxxx
----------------------------
3
Name: X. Xxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxx Xxxx
-----------------------
Name: Xxxx Xxxx
Title: First Vice President
