EX-10.4 5 y11490exv10w4.txt EX-10.4: WAIVER AND AMENDMENT EXHIBIT 10.4 WAIVER AND AMENDMENT June 30, 2005 The undersigned institution, a Lender under the Amended and Restated Credit Agreement dated as of December 29, 2004, as amended and restated as of February 16, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Symbol Technologies, Inc. ("Symbol"), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, by its signature below hereby (a) waives the provisions of Section 6.08(b) of the Credit Agreement to the extent, and only to the extent, required to permit Symbol to (i) terminate all its outstanding Shared Appreciation Income Linked Securities exchangeable debt (the "SAILs Debt") and (ii) make payments to the holders of such SAILs Debt in respect of cash calls resulting from such termination of a net amount not exceeding $17,000,000, in aggregate (the "Termination Payment") and (b) amends the definition of "Consolidated Interest Expense" in Section 1.01 of the Credit Agreement to the extent, and only to the extent, required to exclude the amount of the Termination Payments from the calculation thereof. Acknowledged and Agreed Lender: Barclay Bank PLC By: /s/ Nicholas A. Bell --------------------------------------- Name: Nicholas A. Bell Title: Director Loan Transaction Management Lender: Bank of Tokyo - Mitsubishi Trust Company by: /s/ C. Giordando -------------------------- Name: C. Giordando Title: VP & Team Leader Lender: UBS Loan Financial LLC. By: /s/ Wilfred V. Smith ----------------------------------- Name: Wilfred V. Smith Title: Director Banking Products Services, US By: /s/ Richard L. Travrow -------------------------------- Name: Richard L. Travrow Title: Director Banking Products Servicas, US 2 Lender: North Fork Bank By: /s/Enrico Panno ----------------------- Name: Title: Vice President Lender: Key Bank National Association By: /s/Jeff Kalinowski -------------------------- Name: Jeff Kalinowski Title: Senior Vice President Lender: Citibank N.A. By: /s/Stuart N. Berman ---------------------------- Name: Stuart N. Berman Title: Vice President Lender: BNP Paribas By: /s/Richard Pace ---------------------- Name: Richard Pace Title: Managing Director By: /s/Angela B. Arnold --------------------------- Name: Angela B. Arnold Title: Vice President Lender: JP Morgan Chase Bank, N.A By: /s/David Gibes ---------------------- Name: David Gibes Title: Sr. Vice President Lender: Wachovia Bank, N.A. By: /s/J. Andrew Phelps ---------------------------- Name: J. Andrew Phelps Title: Vice President Lender: Bank Leumi USA By: /s/ D. Scott Linfoot ---------------------------- 3 Name: D. Scott Linfoot Title: Vice President By: /s/ Paul Tine ----------------------- Name: Paul Tine Title: First Vice President