EXHIBIT (c)(4)
[LETTERHEAD OF THE GENERAL ELECTRIC COMPANY, P.L.C. APPEARS HERE]
XX Xxxxxx Esq.
President, CEO and Chairman
Tracor Inc
0000 Xxxxxx Xxxx
Xxxxxx, XX 00000-0000
21 April 1998
Dear Xx Xxxxxx
Reference is hereby made to (i) the Agreement and Plan of Merger dated as
of April 21, 1998 (the "Merger Agreement"), by and among GEC Incorporated, a
Delaware corporation ("GEC Inc") and a wholly-owned subsidiary of The General
Electric Company, p.l.c., Company No. 67307 ("GEC p.l.c."), GEC Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of GEC Inc.
("Purchaser"), and Tracor, Inc, a Delaware corporation (the "Company"), and (ii)
the Agreement dated March 25, 1998, for a Euro 6,000,000,000 Syndicated Credit
Facility for GEC p.l.c. (the "Credit Agreement"), arranged by the banks named
therein, with HSBC Investment Bank PLC, as Agent, and Marine Midland Bank, as
U.S. Swingline Agent.
In connection with the Merger Agreement, GEC p.l.c. hereby represents and
warrants to, and agrees with, you as follows:
1. GEC Inc. is a "Subsidiary" of GEC p.l.c., as such term is defined in the
Credit Agreement.
2. Promptly after the date hereof, GEC p.l.c. will deliver the documents
required by Section 28.4(a) of the Credit Agreement, including a Borrower
Accession Agreement (as defined in the Credit Agreement) executed by GEC
p.l.c. and GEC Inc., so that GEC Inc. shall become an "Additional Borrower"
under the Credit Agreement, and, prior to the earlier to occur of (i) the
date which is one day after the Effective Time (as defined in the Merger
Agreement) and (ii) the date the Merger Agreement is terminated, GEC p.l.c.
2
will not exercise its rights under Section 9.5 of the Credit Agreement to
request that GEC Inc. cease to be a Borrower under the Credit Agreement.
3. From and after the date hereof until the earlier to occur of (i) the date
which is one day after the Effective Time (as defined in the Merger
Agreement) and (ii) the date the Merger Agreement is terminated, GEC p.l.c.
shall cause the total amount of advances (as defined in the Credit
Agreement) for all the Borrowers to be in an amount such that, upon
satisfaction of the conditions precedent set forth in the Credit Agreement,
GEC Inc. may borrow Advances in the aggregate amount then necessary to
complete the acquisition of all the outstanding Company Common Stock (as
defined in the Merger Agreement), upon the terms and conditions set forth
in the Merger Agreement.
4. As of the date hereof, the Credit Agreement is in full force and effect and
constitutes a legal, valid and binding obligation of GEC p.l.c. (assuming
due authorisation, execution and delivery by the other parties thereto),
enforceable against GEC p.l.c. in accordance with its terms. As of the
date hereof, GEC p.l.c. could satisfy all the conditions precedent to
borrowing an Advance under the Credit Agreement if a Request (as defined in
the Credit Agreement) for an Advance was made by GEC p.l.c. under the
Credit Agreement on this date.
Yours sincerely
/s/ Xxxxxxx Xxxxxx
