Exhibit 10.24
February 14, 2000
IFR SYSTEMS, INC.
00000 Xxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Dear Sir:
Reference is hereby made to that certain Xxxxxxx and Restated Credit
Agreement dated as of March 19, 1998 by and among IFR Systems, Inc., a
Delaware corporation (the "BORROWER"), the lenders from time to time parties
thereto (collectively, the "LENDERS") and Bank One, NA (formerly known as The
First National Bank of Chicago), as one of the Lenders and in its capacity as
contractual representative (the "AGENT") on behalf of itself and the other
Lenders (as amended and as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"). Terms used
herein and not otherwise defined herein shall have the meanings set forth in
the Credit Agreement.
The Borrower has informed the Lenders that certain Defaults have
occurred as a result of the Company's noncompliance with (i) the Minimum
Fixed Charge Coverage Ratio financial covenant set forth in Section 7.4(A) of
the Credit Agreement, and (ii) the Maximum Leverage Ratio financial covenant
set forth in Section 7.4(B) of the Credit Agreement, in each case for the
fiscal period ending on December 31, 1999 (collectively, the "Specified
Defaults"). In accordance with the provisions of SECTION 9.3 of the Credit
Agreement, the Borrower has requested that, subject to the terms hereof, the
Required Lenders waive the Specified Defaults; PROVIDED, that in any event
this waiver shall expire on [March 15, 2000] if definitive agreements
representing the amendment and restatement of the Credit Agreement on terms
satisfactory to the Required Lenders and consistent with the Amendment Term
Sheet attached hereto as Exhibit A shall not have been executed by the
Borrower on or before such date.
Subject to the terms set forth herein, the Required Lenders hereby agree
to such waiver.
Very truly yours,
BANK ONE, NA (FORMERLY KNOWN AS
THE FIRST NATIONAL BANK OF
CHICAGO), as Agent and as a Lender
By: ____________________________
Name:
Title:
CONSENT LETTER DATED AS OF
FEBRUARY 14, 2000
INTRUST BANK, as a Lender
By: ____________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Lender
By: ____________________________
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK,
as a Lender
By: ____________________________
Name:
Title:
NATIONAL WESTMINSTER BANK PLC,
as a Lender
By: ____________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
as a Lender
By: ____________________________
Name:
Title:
CONSENT LETTER DATED AS OF
FEBRUARY 14, 2000
LLOYDS TSB BANK PLC, as a Lender
By: ____________________________
Name:
Title:
CONSENT LETTER DATED AS OF
FEBRUARY 14, 2000
