QuickLinks -- Click here to rapidly navigate through this documentForbearance Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
This Forbearance Agreement and Amendment No. 7 ("Agreement") is entered into as of December 21, 2001 by and among IFR SYSTEMS, INC. (the "Borrower"), the financial institutions parties to the Credit Agreement referred to below as lenders (the "Lenders"), and BANK ONE, NA, formerly known as THE FIRST NATIONAL BANK OF CHICAGO, in its capacity as contractual representative (the "Agent") under that certain Amended and Restated Credit Agreement dated as of March 19, 1998 by and among the Borrower, the Lenders and the Agent, as amended by an Amendment No. 1 and Waiver dated as of November 3, 1998, an Amendment No. 2 dated as of March 31, 1999, an Amendment No. 3 dated as of June 25, 1999, an Amendment No. 4 dated as of October 15, 1999, an Amendment No. 5 dated as of June 15, 2000 and an Amendment No. 6 dated as of June 29, 2001 (as so amended and as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used in thi
QuickLinks -- Click here to rapidly navigate through this documentRights Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
AMENDMENT, effective as of April 10, 2002, to the Rights Agreement (the "Rights Agreement"), dated as of February 28, 1999, between IFR Systems, Inc., a Delaware corporation (the "Company"), and Computershare Investors Services, successor to Harris Trust & Savings Bank, as Rights Agent (the "Rights Agent").
SECURITY AGREEMENTSecurity Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • New York
This SECURITY AGREEMENT ("AGREEMENT"), dated as of , 2002 is made by IFR SYSTEMS, INC., a Delaware corporation (together with its successors and assigns, including a debtor-in-possession on behalf of IFR SYSTEMS, INC., "GRANTOR"), in favor of AEROFLEX INCORPORATED (the "SECURED PARTY").
QuickLinks -- Click here to rapidly navigate through this documentForbearance Agreement and Credit Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
This Amendment No. 1 to Forbearance Agreement and Amendment No. 8 to Credit Agreement ("Amendment") is entered into as of March 4, 2002 by and among IFR SYSTEMS, INC. (the "Borrower"), the financial institutions parties to the Credit Agreement referred to below as lenders (the "Lenders"), and BANK ONE, NA, formerly known as THE FIRST NATIONAL BANK OF CHICAGO, in its capacity as contractual representative (the "Agent") under that certain Amended and Restated Credit Agreement dated as of March 19, 1998 by and among the Borrower, the Lenders and the Agent, as amended by an Amendment No. 1 and Waiver dated as of November 3, 1998, an Amendment No. 2 dated as of March 31, 1999, an Amendment No. 3 dated as of June 25, 1999, an Amendment No. 4 dated as of October 15, 1999, an Amendment No. 5 dated as of June 15, 2000, an Amendment No. 6 dated as of June 29, 2001 and a Forbearance Agreement and Amendment No. 7 dated as of December 21, 2001 (as so amended and as the same may be amended, restated
QuickLinks -- Click here to rapidly navigate through this documentRepayment and Mutual Release Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
This REPAYMENT AND MUTUAL RELEASE AGREEMENT ("Agreement") is executed as of this th day of April, 2002, by and among IFR SYSTEMS, INC. (the "Borrower"), IFR AMERICAS, INC. and IFR FINANCE, INC. (together, the "Subsidiary Obligors"), the financial institutions parties to the Credit Agreement referred to below as lenders (the "Lenders"), and BANK ONE, NA, formerly known as THE FIRST NATIONAL BANK OF CHICAGO, in its capacity as contractual representative (the "Agent"). Terms defined in the Credit Agreement identified below shall have the meanings set forth in such Credit Agreement unless such terms are otherwise specifically defined herein.
QuickLinks -- Click here to rapidly navigate through this documentForbearance Agreement and Credit Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
This Amendment No. 2 to Forbearance Agreement and Amendment No. 9 to Credit Agreement ("Amendment") is entered into as of March 31, 2002 by and among IFR SYSTEMS, INC. (the "Borrower"), the financial institutions parties to the Credit Agreement referred to below as lenders (the "Lenders"), and BANK ONE, NA, formerly known as THE FIRST NATIONAL BANK OF CHICAGO, in its capacity as contractual representative (the "Agent") under that certain Amended and Restated Credit Agreement dated as of March 19, 1998 by and among the Borrower, the Lenders and the Agent, as amended by an Amendment No. 1 and Waiver dated as of November 3, 1998, an Amendment No. 2 dated as of March 31, 1999, an Amendment No. 3 dated as of June 25, 1999, an Amendment No. 4 dated as of October 15, 1999, an Amendment No. 5 dated as of June 15, 2000, an Amendment No. 6 dated as of June 29, 2001, a Forbearance Agreement and Amendment No. 7 dated as of December 21, 2001 and an Amendment No. 1 to Forbearance Agreement and Amend
