September 4, 2008
LCC INTERNATIONAL, INC.
September 4, 2008
Milfam Guarantor, LLC
0000 Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx III
0000 Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx III
BR Investco, LLC
00000 Xxxxx Xxxxxx Xxxx. #000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
00000 Xxxxx Xxxxxx Xxxx. #000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Re: | Right to Appoint Directors |
Dear sirs:
Reference is made to that certain Shareholder Guaranty Agreement of even date herewith (the
“Guaranty”) in the form attached hereto as Exhibit A given by Milfam Guarantor, LLC
(“Xxxxxx”) and BR Investco, LLC (“Xxxxx” and with Xxxxxx, the “Guarantors”), pursuant to
which the Guarantors have agreed to jointly and severally guaranty the payment of the Obligations
of LCC International, Inc. (the “Company”) under that certain Amended and Restated Credit
Agreement, dated as of May 29, 2007 (as amended and otherwise modified from time to time, the
“Credit Agreement”), by and between the Company and Bank of America, N.A. (the
“Lender”). Defined or capitalized terms used in this letter agreement shall have the
meanings set forth in the Guaranty, unless such terms are defined herein or unless the context
clearly indicates to the contrary.
Pursuant to the terms of the Credit Agreement, the Lender has agreed to provide a new
$9,000,000 term loan tranche (the “Tranche”) of the existing Credit Agreement ranking pari
passu with the current obligations under the Credit Agreement in exchange for the Guaranty by the
Guarantors in an amount up to $9,000,000 and a deposit of cash by the Guarantors as collateral for
the Guaranty in the amount of $9,000,000 (the “Deposit”), which amount of cash will be
pledged to Lender.
As an inducement for the Guarantors to provide the Guaranty and the Deposit for the benefit of
the Company, the Company hereby agrees that it shall appoint two additional directors, one of which
shall be designated by Xxxxxx and one of which will be designated by Xxxxx, to the Company’s board
of directors effective as of the date of the Guaranty, and shall maintain such directors (or their
replacement designated by the respective Guarantor) as directors of the Company so long as the
Guaranty is still outstanding, or, if the Guaranty is drawn upon pursuant to the terms contained
therein, until such time as all amounts paid by the Guarantors thereunder have been fully
reimbursed to the Guarantors by the Company.
This letter agreement shall be governed by and construed in accordance with the laws of the
State of New York.
By signing this letter agreement below where indicated (which signatures can be in
counterpart, each of which when executed and delivered shall be deemed an original and both of
which, taken together, shall constitute the same letter agreement), the parties hereto acknowledge
their agreement with the terms set forth herein.
Accepted and Agreed to as of this 4th day of September, 2008 by the following parties:
LCC INTERNATIONAL, INC. |
||||
By: | /s/ Xxxxx Xxxxxxxx, Xx. | |||
Name: | ||||
Title: | ||||
MILFAM GUARANTOR, LLC |
||||
By: | ||||
Name: | Xxxxx X. Xxxxxx III | |||
Title: President | ||||
BR INVESTCO, LLC |
||||
By: | ||||
Name: | Xxxxxx Xxxxx | |||
Title: | Manager |
Guarantor Side Letter re: Directors
Accepted and Agreed to as of this 4th day of September, 2008 by the following parties:
LCC INTERNATIONAL, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
MILFAM GUARANTOR, LLC |
||||
By: | /s/ Xxxxx X. Xxxxxx III | |||
Name: | Xxxxx X. Xxxxxx III | |||
Title: President | ||||
BR INVESTCO, LLC |
||||
By: | ||||
Name: | Xxxxxx Xxxxx | |||
Title: | Manager |
Guarantor Side Letter re: Directors
Accepted and Agreed to as of this 4th day of September, 2008 by the following parties:
LCC INTERNATIONAL, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
MILFAM GUARANTOR, LLC |
||||
By: | ||||
Name: | Xxxxx X. Xxxxxx III | |||
Title: President | ||||
BR INVESTCO, LLC |
||||
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Manager |
Guarantor Side Letter re: Directors
EXHIBIT A
FORM OF GUARANTY