Exhibit 10.20
PURCHASE AGREEMENT SUPPLEMENT
Reference is made to the Purchase Agreement dated May 14, 1998 (the
"Purchase Agreement"), among Dynatech Corporation ("Dynatech"), TTC Merger Co.
LLC ("TTC Merger Co"), and Credit Suisse First Boston Corporation and ▇.▇.
▇▇▇▇▇▇ Securities Inc. (the "Initial Purchasers") relating to $275,000,000 in
aggregate principal amount of 9 3/4% Senior Subordinated Notes Due 2008 (the
"Notes") issued by Dynatech and TTC Merger Co under the Indenture dated as of
May 21, 1998, among Dynatech, TTC Merger Co and State Street Bank and Trust
Company, as trustee (the "Trustee"), as supplemented by the First Supplemental
Indenture dated as of May 21, 1998 among Dynatech, Telecommunications Techniques
Co., LLC ("TTC") and the Trustee. All capitalized terms used but not defined
herein shall have the meanings set forth in the Purchase Agreement.
TTC hereby agrees with the Initial Purchasers that it shall hereby
become a party to the Purchase Agreement whereupon it shall become fully liable
for the performance of all obligations of TTC Merger Co contained therein,
including those contained in Section 7 (Indemnification and Contribution), and
shall be entitled to the benefits of all rights of TTC Merger Co contained
therein, in each case to the same extent as if it had been party to the Purchase
Agreement ab initio. Except as supplemented hereby, the Purchase Agreement
shall continue in full force and effect.
This instrument may be executed in counterparts, and shall be governed
by, and shall be construed in accordance with the laws of the State of New York.
TTC hereby submits to the jurisdiction of the Federal and state courts in the
Borough of Manhattan in The City of New York in any suit or proceeding arising
out of or relating to this Agreement or transactions contemplated hereby.
Date: May 21, 1998
TELECOMMUNICATIONS TECHNIQUES CO.,
LLC (on its behalf, and as successor by merger
to TTC MERGER CO. LLC)
By: Dynatech Corporation, as sole member
By /s/ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
Title: Corporate Vice President
DYNATECH CORPORATION
By /s/ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
Title: Corporate Vice President
2
The foregoing Purchase Agreement Supplement
is hereby confirmed and accepted
as of the date first above written.
Credit Suisse First Boston Corporation
▇▇ ▇▇▇▇▇▇ Securities Inc.
By: Credit Suisse First Boston Corporation
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
