0000950137-07-000346 Sample Contracts

WAIVER AND AMENDMENT Dated as of January 12, 2007
Term Loan Agreement • January 16th, 2007 • 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 those certain Waiver and Amendment agreements dated as of November 30, 2004 and May 27, 2006, 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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WAIVER AND AMENDMENT Dated as of January 12, 2007
Term Loan Agreement • January 16th, 2007 • 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 those certain Waiver and Amendment agreements dated as of November 30, 2004 and May 26, 2006, 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.

WAIVER Dated as of January 12, 2007
Waiver • January 16th, 2007 • 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”), as amended by that certain Waiver dated as of May 27, 2006, between the Lessee and the Lessor; those certain lease commitments (the “Lease Commitments”) between the Lessor and the Lessee dated as of December 5, 2005, December 8, 2005, February 23, 2006 and February 24, 2006; and those certain lease supplements (individually, a “Supplement”, and, collectively, the “Supplements”) delivered by the Lessee to the Lessor pursuant to the terms of the Master Lease (the Master Lease, together with the Lease Commitments, the Supplements, and all other lease schedules and agreements between the Lessee and the Lessor executed and delivered in connection with the Master Lease are collectively, the

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