0000950134-06-012001 Sample Contracts

Commerce Leasing Corporation Commerce Mortgage Company WAIVER AND AMENDMENT Dated as of May 27, 2006
Term Loan Agreement • June 22nd, 2006 • Hei Inc • Semiconductors & related devices

Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 28, 2003, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Financial Group, Inc., a Minnesota corporation (the “Lender”), as amended by the certain Waiver and Amendment dated as of November 30, 2003, between Borrower and Lender; and that certain Promissory Note (the “Promissory Note”), dated October 28, 2003, made by the Borrower in favor of the Lender.

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Commerce Leasing Corporation Commerce Mortgage Company WAIVER Dated as of May 27, 2006
Waiver • June 22nd, 2006 • Hei Inc • Semiconductors & related devices

Reference is made to that certain Master Equipment Lease No. 0512231 (the “Master Lease”), dated as of December 23, 2005, by and between HEI Inc., a Minnesota corporation (the “Lessee”) and Commerce Leasing Corporation, a division of Commerce Financial Group, Inc., a Minnesota corporation (the “Lessor”); those certain lease commitments (the “Lease Commitments”) by the Lessor for the benefit of the Lessee dated as of December 5, 2005, December 8, 2005, February 23, 2006 and February 24, 2006; and those certain supplements (the “Supplements”) to the Master Lease made by the Lessee in favor of the Lessor (the Master Lease, together with the Lease Commitments and the Supplements, is collectively, the “Lease”).

WAIVER AND AMENDMENT Dated as of May 27, 2006
Term Loan Agreement • June 22nd, 2006 • Hei Inc • Semiconductors & related devices

Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 28, 2003, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Bank, a Minnesota banking corporation (the “Lender”), as amended by the certain Waiver and Amendment dated as of November 30, 2003, between Borrower and Lender; and that certain Promissory Note (the “Promissory Note”), dated October 28, 2003, made by the Borrower in favor of the Lender.

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