TABLE OF CONTENTSAsset Purchase Agreement • January 30th, 2001 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • New York
AMENDMENTRights Agreement • July 9th, 2001 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment
TABLE OF CONTENTSLoan Agreement • October 29th, 1998 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
DATRON SYSTEMS INCORPORATED 1995 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT (A) Name of Optionee: __________________ (B) Grant Date: ________________________ (C) Number of Shares: __________________ (D) Exercise Price: ____________________...Nonqualified Stock Option Agreement • November 19th, 1996 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
BACKGROUNDStockholder Rights Agreement • March 3rd, 2000 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger And • July 3rd, 2001 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 10.63 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN THE REGISTRANT AND RICHARD W. PERSHING DATED AS OF APRIL 1, 1998 This First Amendment to Employment Agreement is entered into as of April 1, 1998 by and between DATRON SYSTEMS INCORPORATED,...Employment Agreement • June 25th, 1998 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment
DATRON SYSTEMS INCORPORATED 1995 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT (A) Name of Optionee: __________________ (B) Grant Date: ________________________ (C) Number of Shares: __________________ (D) Exercise Price: ____________________ (E)...Plan Incentive Stock Option Agreement • November 19th, 1996 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
andRights Agreement • August 31st, 2000 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • New York
BORROWER AGREEMENTBorrower Agreement • June 24th, 1999 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
DATRON SYSTEMS INCORPORATED 1995 STOCK OPTION PLAN STOCK PURCHASE AGREEMENT (A) Name of Purchaser: ___________________ (B) Number of Plan Shares: _______________ (C) Exercise Price: ______________________ (D) Purchase Price: ______________________ (E)...Plan Stock Purchase Agreement • November 19th, 1996 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
SECURITY AGREEMENT - Guarantor THIS SECURITY AGREEMENT (this "Agreement"), dated as of May 23, 2001, is entered into between U.S. BANK NATIONAL ASSOCIATION (the "Bank") and DATRON ADVANCED TECHNOLOGIES INC. (the "Guarantor"). W I T N E S S E T H:...Security Agreement - Guarantor • June 14th, 2001 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
1 EXHIBIT 10.51 SIXTH AMENDMENT TO CREDIT AGREEMENT AND NOTE THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND NOTE ("Sixth Amendment"), made and entered into as of the 3rd day of January, 1996 by and between DATRON SYSTEMS INCORPORATED, a Delaware...Credit Agreement and Note • February 13th, 1996 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
andRights Agreement • August 31st, 2000 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • New York
CONTINUING GUARANTY For valuable consideration, the undersigned, Datron Advanced Technologies Inc. ("Guarantor"), unconditionally guarantees and promises to pay .U. S. Bank National Association, a national banking association ("Bank"), or order, on...Continuing Guaranty • June 14th, 2001 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment
FIFTH AMENDMENT TO CREDIT AGREEMENT AND NOTE THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND NOTE ("Fifth Amendment"), made and entered into as of the 17th day of August 1995, by and between DATRON SYSTEMS INCORPORATED, a Delaware corporation...Credit Agreement and Note • November 1st, 1995 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
NINTH AMENDMENT TO CREDIT AGREEMENT AND NOTE THIS NINTH AMENDMENT TO CREDIT AGREEMENT AND NOTE ("Ninth Amendment"), made and entered into as of the 25th day of November 1996, by and between DATRON SYSTEMS INCORPORATED, a Delaware corporation...Credit Agreement and Note • January 30th, 1997 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.72 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED AGREEMENT dated as of September 7, 1999, between DATRON SYSTEMS INCORPORATED ("Company") and David A. Derby ("Employee"). 1. Duties. Employee is hereby employed by Company in...Employment Agreement • October 26th, 1999 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment
FIRST AMENDMENT TO DATRON WORLD COMMUNICATIONS INC. DATRON/TRANSCO INC. CREDIT AGREEMENT WITH COMERICA BANK This First Amendment to Credit Agreement is dated as of April 12, 2000 by and between DATRON WORLD COMMUNICATIONS INC., and DATRON/TRANSCO INC....Credit Agreement • June 21st, 2000 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment
EXHIBIT 10.62 FOURTH AMENDMENT TO TRANS WORLD COMMUNCATIONS, INC. LEASE AGREEMENT DATED MARCH 1, 1998 FOURTH AMENDMENT DATED MARCH 1, 1998 TO THAT LEASE DATED NOVEMBER 15, 1988 BETWEEN ENTERPRISE HEIGHTS INDUSTRIAL CENTRE ASSOCIATES, "LANDLORD", AND...Datron Systems Inc/De • June 25th, 1998 • Radio & tv broadcasting & communications equipment
CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of May 23, 2001, is by and between DATRON SYSTEMS INCORPORATED, a Delaware corporation (the "Borrower") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"). ARTICLE I...Credit Agreement • June 14th, 2001 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
Amended and Restated Guaranty As of April 12, 2000, the undersigned, for value received, unconditionally and absolutely guarantees to Comerica Bank - California ("Bank"), a California banking corporation, payment when due, whether by stated maturity,...Datron Systems Inc/De • June 21st, 2000 • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.64 WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND NOTECredit Agreement and Note • June 25th, 1998 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.61 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE-MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: This Lease ("Lease"), dated for reference purposes only, February 13, 1998...Datron Systems Inc/De • June 25th, 1998 • Radio & tv broadcasting & communications equipment
AMENDED AND RESTATED CREDIT AGREEMENT AND NOTE THIS AMENDED AND RESTATED CREDIT AGREEMENT AND N0TE, made and entered into as of the 8th day of August, 1997, by and between DATRON SYSTEMS INCORPORATED, a Delaware corporation ("Company"), and UNION BANK...Credit Agreement and Note • October 28th, 1997 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
CONTINUING GUARANTY For valuable consideration, the undersigned, Datron World Communications Inc. ("Guarantor"), unconditionally guarantees and promises to pay .U. S. Bank National Association, a national banking association ("Bank"), or order, on...Datron Systems Inc/De • June 14th, 2001 • Radio & tv broadcasting & communications equipment
SECURITY AGREEMENT - Borrower THIS SECURITY AGREEMENT (this "Agreement"), dated as of May 23, 2001, is entered into between U.S. BANK NATIONAL ASSOCIATION (the "Bank") and DATRON SYSTEMS INCORPORATED (the "Borrower"). W I T N E S S E T H: WHEREAS, the...Security Agreement - Borrower • June 14th, 2001 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.67 CREDIT AGREEMENT BETWEEN DATRON WORLD COMMUNICATIONS INC. DATRON/TRANSCO INC. AND COMERICA BANK-CALIFORNIA MARCH 24, 1999Credit Agreement • June 24th, 1999 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
EXPORT-IMPORT BANK OF THE UNITED STATES WORKING CAPITAL GUARANTEE PROGRAM BORROWER AGREEMENT THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the entity identified as Borrower on the signature page hereof ("Borrower") in favor of...Borrower Agreement • June 21st, 2000 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment
EXHIBIT 10.60 WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND NOTE THIS WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND NOTE ("First Amendment"), made and entered into as of the 10th day of February,...Credit Agreement and Note • June 25th, 1998 • Datron Systems Inc/De • Radio & tv broadcasting & communications equipment • California
