Exhibit
10.1


 


FIRST AMENDMENT 


TO CREDIT
AGREEMENT


 


THIS FIRST AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”), is made and entered into as of this
6th day of February, 2004, with an effective date as set forth in Section 6
hereof, by and among DRS TECHNOLOGIES, INC., a corporation organized under the
laws of Delaware (the “Borrower”), those certain subsidiaries of the
Borrower party to the Subsidiary Guaranty Agreement referred to below (the “Subsidiary
Guarantors”), the Lenders party to the Credit Agreement referred to below
(the “Lenders”) pursuant to the authorization (in the form attached
hereto as Annex A, the “Authorization”), WACHOVIA BANK, NATIONAL
ASSOCIATION, as Administrative Agent for the Lenders (the “Administrative
Agent”), BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent for the
Lenders (the “Syndication Agent”), and FLEET NATIONAL BANK, as
Documentation Agent for the Lenders (the “Documentation Agent”).  WACHOVIA CAPITAL MARKETS, LLC and BEAR,
STEARNS & CO. INC. acted as Co-Lead Arrangers in connection with the Credit
Agreement referred to below and this Amendment.


 


Statement of
Purpose


 


The Lenders agreed to
extend certain credit facilities to the Borrower pursuant to the Second Amended
and Restated Credit Agreement dated as of November 4, 2003 by and among
the Borrower, the Lenders, the Administrative Agent, the Syndication Agent and
the Documentation Agent (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”).  In connection therewith, certain of the
Subsidiaries of the Borrower executed the Subsidiary Guaranty Agreement dated
as of September 28, 2001 in favor of the Administrative Agent for the
ratable benefit of itself and the other Lenders (as reaffirmed by the
Reaffirmation Agreement dated as of November 4, 2003 and as further
amended, restated, supplemented or otherwise modified from time to time, the “Subsidiary
Guaranty Agreement”).


 


The parties now desire to
amend or modify certain provisions of the Credit Agreement in certain respects
on the terms and conditions set forth below.


 


NOW THEREFORE, for good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.                                       Capitalized
Terms.  All capitalized undefined
terms used in this Amendment shall have the meanings assigned thereto in the
Credit Agreement.


 


2.                                       Amendments
to the Credit Agreement.  The Credit
Agreement is hereby modified as follows:


 


(a)                                  Amendments
to Existing Definitions.  The
definition of the following defined terms which are set forth in Section 
1.1 of the Credit Agreement are hereby amended in their entirety as follows:


 

















 


“Additional
Term Loan Effective Date” means (i) with respect to the First Additional
Term Loans, the First Amendment Effective Date and (ii) with respect to any
other Additional Term Loans, the date, which shall be a Business Day, on or
before the Term Loan Maturity Date, but no earlier than thirty (30) days after
any Increase Notification Date (unless otherwise agreed to by the Administrative
Agent), on which each of the Increase Lenders make any Additional Term Loans to
the Borrower pursuant to Section 4.6.


 


“Notes” means the collective
reference to the Revolving Credit Notes, the Term Notes and the Swingline Note,
and “Note” means any of such Notes. 
From and after the First Amendment Effective Date, some or all of the
Loans may not be evidenced by Notes, and consequently, with respect to any Lender that has made Loans not
evidenced by Notes, any reference to a Revolving Credit Note, a Term Note, a
Swingline Note or a Note, shall, as applicable, be deemed to be a reference to
the related Obligations that would be represented by such Revolving Credit
Note, such Term Note, such Swingline Note or such Note had such Lender elected
to have its Loans represented by Notes.


 


(b)                                 Amendment to Add New Definitions.  
Section 1.1 of the Credit Agreement is hereby amended by adding the
following definitions thereto in the appropriate alphabetical order:


 


“First Additional Term Loans”
means the Additional Term Loans which were made to the Borrower by the Lenders
on the First Amendment Effective Date.


 


“First Amendment” means the
First Amendment to Credit Agreement dated as of February 6, 2004 by and
among the Borrower, the Subsidiary Guarantors, the Lenders, the Administrative
Agent, the Syndication Agent and the Documentation Agent.


 


“First Amendment Effective Date”
means February 6, 2004.


 


(c)                                  Amendment to Section 4.3(b). 
The proviso to subsection (b) of Section 4.3 of the Credit
Agreement is hereby deleted in its entirety and the following is substituted in
lieu thereof:


 


provided
that (i) if not sooner paid, such Additional Term Loans shall be paid in full,
together with accrued interest thereon, on the Term Loan Maturity Date and (ii)
the amounts of individual installments may be adjusted pursuant to
Section 4.4.


 


(d)                                 Amendments to Section 4.6. 
Section 4.6 of the Credit Agreement is hereby amended by:


 


(i)                                     deleting subsection (a) in its
entirety and inserting the following in lieu thereof:


 


(a)                                  Subject
to the conditions set forth below, the Borrower shall have the option,
exercisable on no more than three (3) occasions following the Closing Date
until the Term Loan Maturity Date, to incur additional indebtedness under this
Agreement in the form of an increase of the Term Loan Commitment of up to Three
Hundred Thirty-Five Million Four


 


2

















 


Hundred Ten Thousand
Dollars ($335,410,000).  The Borrower,
by providing an Increase Notification, may request that additional Term Loans
be made on the applicable Additional Term Loan Effective Date pursuant to such
increase in the Term Loan Commitment (each such additional Term Loan, an “Additional
Term Loan”, and collectively, the “Additional Term Loans”).  The Borrower, the Administrative Agent and
the Lenders hereby agree and acknowledge that the Borrower first exercised the
option set forth in this subsection (a) on the First Amendment Effective
Date in connection with the incurrence of First Additional Term Loans in the
amount of $235,410,000.


 


(ii)                                  by
adding the following parenthetical at the end of clause (iv) in
subsection (c):


 


(provided
that the Administrative Agent and the Lenders agree that the financial
projections and the financial condition certificate delivered as of the Closing
Date shall be sufficient to satisfy the requirements of this
Section 4.6(c)(iv) with respect to the First Additional Term Loans)


 


(iii)                               deleting clause (vii) in
subsection (c) in its entirety and inserting the following in lieu
thereof:


 


(vii)
the amount of such increase in the Term Loan Commitment and any Additional Term
Loans obtained thereunder shall not be less than a minimum principal amount of
$10,000,000, or any whole multiple of $5,000,000 in excess thereof (unless otherwise
agreed to by the Administrative Agent);


 


(iv)                              deleting subsection (f) in its
entirety and inserting the following in lieu thereof:


 


(f)                                    Within five (5) Business Days after
receipt of notice, upon the request of any existing Lender or with respect to
any Lender not theretofore a Lender, the Borrower shall execute and deliver to
the Administrative Agent, in exchange for any surrendered Term Note of any such
Lender, a new Term Note to the order of such Lender in amounts equal to the
Term Loan Commitment of such Lender as set forth in the Register. Such new Term
Note shall be in an aggregate principal amount equal to the aggregate principal
amount of the Term Loan Commitment of such Lender, shall be dated as of the
applicable Additional Term Loan Effective Date and shall otherwise be in
substantially the form of the existing Term Notes.  Each surrendered Term Note and/or Term Notes shall be canceled
and returned to the Borrower.


 


(e)                                  Amendment
to Section 9.12. 
Section 9.12 of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:


 


SECTION 9.12                    Use of
Proceeds.  The Borrower shall use
the proceeds of the Extensions of Credit (a) to finance the IDT Merger
(including the refinancing of certain existing Debt of IDT) (b) to finance
Permitted Acquisitions, (c) to refinance existing indebtedness of the Borrower,
(d) to finance Capital Expenditures of the Borrower, and (e)


 


3

















 


for working capital and
general corporate requirements of the Borrower and its Restricted Subsidiaries,
including the payment of certain fees and expenses incurred in connection with
the IDT Merger and the other transactions contemplated hereby.  Notwithstanding the foregoing, the proceeds
of the First Additional Term Loans shall be used to refinance the Initial Term
Loans on the First Amendment Effective Date.


 


3.                                       Additional
Term Loan Agreement.  The Applicable
Margin and the terms for repayment of the First Additional Term Loans are set
forth on Schedule 1 attached hereto and in Articles IV and V of the
Credit Agreement; provided that the terms set forth on Schedule 1
attached hereto shall control to the extent such terms conflict with the terms
of Articles IV and V of the Credit Agreement. 
For the purpose of Section 4.6 of the Credit Agreement, this
Amendment shall constitute the Additional Term Loan Agreement with respect to
the Additional Term Loans being made on the date hereof.


 


4.                                       Conversion
of the Initial Term Loans into Additional Term Loans.


 


(a)                                  The parties hereby agree that upon the First
Amendment Effective Date, the Initial Term
Loans of each Lender that will hold First Additional Term Loans on the First
Amendment Effective Date (each such Lender,
a “Converting Lender”) shall be converted into First Additional Term
Loans, in each case in the amounts and the percentages, as applicable, set
forth in the Register for such Converting Lender.  In the event that, immediately after giving effect to the
payments, conversions and reallocations on the Conversion Date as contemplated
by this Section 4(a), the outstanding principal amount of a Converting
Lender’s First Additional Term Loans will exceed the outstanding principal
amount of such Converting Lender’s Initial Term Loans immediately prior to
giving effect to such payments, conversions and reallocations, then such
Converting Lender shall make an advance in an amount equal to such excess.
Furthermore, the Administrative Agent shall make such reallocations of
outstanding Term Loans of each Converting Lender as are necessary in order that
the First Additional Term Loans of such Converting Lender reflect such
Converting Lender’s Term Loan Commitment, in each case as set forth on the
Register immediately after giving effect to the payments, conversions and
reallocations contemplated in this Section 4(a).


 


(b)                                 As of the First Amendment Effective Date, after giving effect to the payments,
conversions and reallocations described in Section 4(a), the aggregate
outstanding amount of the First Additional Term Loans shall be $235,410,000.  The
outstanding Initial Term Loans of all Lenders other than the Converting Lenders
(the “Departing Lenders”) shall be repaid in full from the proceeds of
the First Additional Term Loans and terminated and each such Departing Lender
shall cease to be a Lender with respect to Term Loans under the Credit
Agreement.  In addition, on the First
Amendment Effective Date, the Initial Term
Loans shall be entirely re-evidenced and replaced with the First Additional
Term Loans.  The Borrower hereby agrees
that after the First Amendment Effective Date, neither the Administrative Agent, the Syndication Agent, the
Documentation Agent nor any Lender shall have any further obligations with
respect to the Initial Term Loans.


 


(c)                                  All
Term Notes issued by the Borrower to any Lender
in connection with the Initial Term Loans shall be canceled and be
promptly returned to the Borrower.  Upon
the request of any


 


4

















 


Lender
in connection with the First Additional Term Loans, the Borrower shall execute
and deliver to such Lender new Term
Notes.


 


(d)                                 To
the extent any conversion, reallocation or prepayment provided in this
Section 4 is deemed to conflict with any of the provisions of Articles IV
or V of the Credit Agreement (including, without limitation,
Section 4.6(d)), any such conflicting provisions are hereby waived for
purposes of this Amendment.


 


(e)                                  The
events and transactions described and contemplated in this Section 4 are
not intended to, and shall not, constitute a novation of the Credit Agreement
or any of the indebtedness incurred in connection therewith, including, without
limitation, any Obligations.


 


5.                                       Consent.          Subject
to the satisfaction of the conditions set forth in Section 6 of this
Amendment, the Lenders executing this Amendment or the Authorization consent to
(a) the transfer of that portion of the assets constituting the DRS Signal
Solutions (West) division of DRS EW & Network Systems, Inc., a Restricted
Subsidiary, to DRS Signal Solutions, Inc., a Restricted Subsidiary, (b) the
transfer of that portion of the assets constituting the Nevada division of DRS
Training & Control Systems, Inc., a Restricted Subsidiary, to DRS Broadcast
Technology, Inc., a Restricted Subsidiary, and (c) the transfer of all of the
assets of DRS Nytech Imaging Systems, Inc., a Restricted Subsidiary, to DRS
Infrared Technologies, LP, a Restricted Subsidiary, and the subsequent winding
up of DRS Nytech Imaging Systems, Inc. into DRS Infrared Technologies, LP; provided
that (i) the Borrower shall deliver to the Administrative Agent all material
applicable documentation to be executed in connection with each such
transaction no later than five (5) Business Days prior to the consummation of
each such transaction and such documentation shall be in form and substance
reasonably satisfactory to the Administrative Agent and (ii) each such
transaction shall be consummated no later than August 1, 2004.


 


6.                                       Effectiveness.  This Amendment shall become effective on the
date that each of the following conditions has been satisfied:


 


(a)                                  Amendment
Documents.  The Administrative Agent
shall have received (1) a duly executed counterpart of this Amendment from the
Administrative Agent, the Borrower and each Subsidiary Guarantor, (2) an
Authorization from each Increase Lender and
(3) Authorizations from the Required Lenders.


 


(b)                                 Increase
Notification.  The Administrative
Agent shall have received an Increase Notification executed by the Borrower
providing for Additional Term Loans totaling $235,410,000.


 


(c)                                  Notice
of Borrowing.  The Administrative
Agent shall have received a completed Notice of Borrowing executed by the
Borrower in accordance with Section 6.3 of the Credit Agreement with
respect to the Additional Term Loans in the principal amount of $235,410,000 to
be funded on the First Amendment Effective Date.


 


5

















 


(d)                                 Certificate
of Secretary of the Borrower.  The
Administrative Agent shall have received a 
certificate of the secretary or assistant secretary of the Borrower
dated as of the First Amendment Effective Date (i) certifying as to the
incumbency and genuineness of the signature of each officer of the Borrower
executing Loan Documents to which it is a party (or containing a representation that each authorized signatory provided in
the certificate of secretary which was delivered to the Administrative
Agent in connection with the Credit Agreement remains unchanged as of the First Amendment Effective Date), (ii) certifying that the articles or
certificate of incorporation or formation of the Borrower and all amendments
thereto and the bylaws or other governing document of the Borrower and all
amendments thereto which were delivered to the Administrative Agent in
connection with the Credit Agreement have not been repealed, revoked, rescinded
or further amended in any respect and that each remains in full force and
effect as of the First Amendment Effective Date and (iii) certifying that
attached thereto is a true and complete copy of resolutions duly adopted by the
Board of Directors of the Borrower authorizing the borrowings contemplated
hereunder and the execution, delivery and performance of this Amendment, the Increase Notification and
the Term Notes.


 


(e)                                  Opinion
of Counsel.  The Administrative
Agent shall have received a legal opinion
of counsel to the Borrower and each Subsidiary Guarantor, addressed to the Administrative Agent and the
Lenders and dated as of the First Amendment Effective Date, which shall be in form and substance
acceptable to the Administrative Agent, as to the due authorization, execution,
delivery and enforceability of this Amendment, the Increase Notification and
the Term Notes and such other matters as reasonably requested by the Administrative
Agent.


 


(f)                                    Repayment
to Departing Lenders.  The Borrower
shall have repaid in full the outstanding Initial Term Loans (together with all
applicable accrued and unpaid fees and interest) of each Departing Lender.


 


(g)                                 Fees
and Expenses.  The Administrative
Agent shall have been reimbursed for all fees and out of pocket charges and
other expenses incurred in connection with this Amendment, including, without
limitation, the fees and expenses referred to in Section 10 of this
Amendment, the Credit Agreement and the transactions contemplated thereby.


 


(h)                                 Certificate
of Secretary of Integrated Defense Technologies, Inc. The Administrative
Agent shall have received a certificate of the secretary or assistant secretary
of Integrated Defense Technologies, Inc. certifying as to the incumbency and
genuineness of the signature of each officer of Integrated Defense
Technologies, Inc. executing this Amendment.


 


(i)                                     Other
Documents.  The Administrative Agent
shall have received any other documents or instruments reasonably requested by
the Administrative Agent in connection with the execution of this Amendment.


 


6

















 


7.                                       Acknowledgement
of Subsidiary Guarantors; Reaffirmation of Security Documents.


 


(a)                                  By
their execution hereof, each Subsidiary Guarantor hereby expressly (i) consents
to the modifications and amendments set forth in this Amendment, (ii) reaffirms
all of its respective covenants, representations, warranties and other
obligations set forth in the Subsidiary Guaranty Agreement and the other Loan
Documents to which it is a party and (iii) acknowledges, represents and agrees
that its respective covenants, representations, warranties and other
obligations set forth in the Subsidiary Guaranty Agreement and the other Loan
Documents to which it is a party remain in full force and effect.


 


(b)                                 The
Borrower and each Subsidiary Guarantor hereby confirms that each of the
Security Documents to which it is a party shall continue to be in full force
and effect and is hereby ratified and reaffirmed in all respects as if fully
restated as of the date hereof by this Amendment.  In furtherance of the reaffirmations set forth in this
Section 7, the Borrower and each Subsidiary Guarantor hereby grants and
assigns a security interest in all Collateral identified in any Security
Document as collateral security for the Obligations and the Subsidiary
Guaranteed Obligations.


 


8.                                       Effect
of Amendment.  Except as expressly
amended hereby, the Credit Agreement and the other Loan Documents shall be and
remain in full force and effect.  The
amendments granted herein are specific and limited and shall not constitute a
modification, acceptance or waiver of any other provision of or default under
the Credit Agreement, the other Loan Documents or any other document or
instrument entered into in connection therewith or a future modification,
acceptance or waiver of the provisions set forth therein.


 


9.                                       Representations
and Warranties/No Default.


 


(a)                                  By its execution hereof, each of the
Borrower and each Subsidiary Guarantor hereby certifies that each of the
representations and warranties set forth in the Credit Agreement, the
Subsidiary Guaranty Agreement and the other Loan Documents is true and correct
as of the date hereof as if fully set forth herein (except for any
representation and warranty made as of an earlier date, which representation
and warranty shall remain true and correct as of such earlier date) and that no
Default or Event of Default has occurred and is continuing as of the date hereof.


 


(b)                                 By its execution hereof, each of the
Borrower and each Subsidiary Guarantor hereby represents and warrants that each
of the Borrower and each Subsidiary Guarantor has the right, power and
authority and has taken all necessary corporate and other action to authorize
the execution, delivery and performance of this Amendment and each other
document executed in connection herewith to which it is a party in accordance
with their respective terms.


 


(c)                                  By
its execution hereof, each of the Borrower and each Subsidiary Guarantor hereby
represents and warrants that this Amendment and each other document executed in
connection herewith has been duly executed and delivered by the duly authorized
officers of the Borrower and each Subsidiary Guarantor party thereto, and each
such document constitutes the legal, valid and binding obligation of the
Borrower and each Subsidiary Guarantor party thereto, enforceable in accordance
with its terms except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar state or federal debtor
relief laws from time to time in effect


 


7

















 


which affect the
enforcement of creditors’ rights in general and the availability of equitable
remedies.


 


10.                                 Fees
and Expenses.    The Borrower shall
pay all reasonable out-of-pocket fees and expenses of the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the reasonable fees and disbursements of counsel
for the Administrative Agent.


 


11.                                 Governing
Law.  This Amendment shall be
governed by, construed and enforced in accordance with, the laws of the State
of New York (including Section 5-1401 and Section 5-1402 of the
General Obligations Law of the State of New York), without regard to the
conflicts of law provisions of such state.


 


12.                                 Counterparts.  This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.


 


13.                                 Fax
Transmission.  A facsimile, telecopy
or other reproduction of this Amendment may be executed by one or more parties
hereto, and an executed copy of this Amendment may be delivered by one or more
parties hereto by facsimile or similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such party can be
seen, and such execution and delivery shall be considered valid, binding and
effective for all purposes.  At the
request of any party hereto, all parties hereto agree to execute an original of
this Amendment as well as any facsimile, telecopy or other reproduction hereof.


 


[Signature Pages
To Follow]


 


8

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
and year first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  DRS TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A.
  Schneider

  	
   

  
	
   

  	
  Name:

  	
  Richard A. Schneider

  	
   

  
	
   

  	
  Title:

  	
  Exec. V.P., Chief
  Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  DRS TECHNOLOGIES
  CANADA, INC.

  
	
   

  	
  DRS INTERNATIONAL, INC.

  
	
   

  	
  DRS COMMUNICATIONS
  COMPANY LLC

  
	
   

  	
   

  	
  By:

  	
  DRS Technologies, Inc.,
  its Sole

  
	
   

  	
   

  	
  Member and Manager

  
	
   

  	
  DRS INFRARED TECHNOLOGIES,
  LP

  
	
   

  	
   

  	
  By:

  	
  DRS FPA, Inc., its
  General Partner

  
	
   

  	
  DRS FPA, INC.

  
	
   

  	
  DRS UNMANNED
  TECHNOLOGIES, INC.

  
	
   

  	
  TECH-SYM CORPORATION

  
	
   

  	
  DRS BROADCAST
  TECHNOLOGY, INC.

  
	
   

  	
  DRS TEST & ENERGY
  MANAGEMENT, INC.

  
	
   

  	
  DRS EW & NETWORK
  SYSTEMS, INC.

  
	
   

  	
  DRS SIGNAL SOLUTIONS,
  INC.

  
	
   

  	
  DRS WEATHER SYSTEMS,
  INC.

  
	
   

  	
  DRS TRAINING &
  CONTROL SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nina Laserson Dunn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nina Laserson Dunn

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  
												



 


[Signatures
Continued on the Following Page]


 

















 


	
  [CORPORATE SEAL]

  	
  DRS ELECTRONIC SYSTEMS,
  INC.

  
	
   

  	
  DRS TECHNICAL SERVICES,
  INC.

  
	
   

  	
  LAUREL TECHNOLOGIES
  PARTNERSHIP

  
	
   

  	
   

  	
  By:

  	
  DRS Systems Management
  Corporation,

  
	
   

  	
   

  	
  a General  Partner

  
	
   

  	
  DRS SURVEILLANCE
  SUPPORT SYSTEMS, INC.

  
	
   

  	
  DRS SYSTEMS MANAGEMENT
  CORPORATION

  
	
   

  	
  DRS POWER & CONTROL
  TECHNOLOGIES, INC.

  
	
   

  	
  DRS ELECTRIC POWER
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Schorer

  	
   

  
	
   

  	
  Name:

  	
  Steven Schorer

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  LAUREL TECHNOLOGIES
  PARTNERSHIP

  
	
   

  	
  By:

  	
  Sunburst Management
  Corporation, a

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kim Kunkle

  	
   

  
	
   

  	
  Name:

  	
  Kim Kunkle

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  PARAVANT INC.

  
	
   

  	
  DRS TACTICAL SYSTEMS
  (WEST), INC.

  
	
   

  	
  DRS ENGINEERING
  DEVELOPMENT LABS, INC.

  
	
   

  	
  DRS SIGNAL
  TECHNOLOGIES, INC.

  
	
   

  	
  DRS SIGNAL RECORDING
  TECHNOLOGIES, INC.

  
	
   

  	
  NAI TECHNOLOGIES, INC.

  
	
   

  	
  DRS NEWCO III, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A.
  Schneider

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Schneider

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  DRS DATA & IMAGING
  SYSTEMS, INC.

  
	
   

  	
  DRS SENSORS &
  TARGETING SYSTEMS, INC.

  
	
   

  	
  DRS NYTECH IMAGING
  SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Richard A. Schneider

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Schneider

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  
																



 


[Signatures
Continued on the Following Page]


 

















 


	
  [CORPORATE SEAL]

  	
  DRS SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Crimmins

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas Crimmins

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  DRS OPTRONICS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Marion

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Fred L. Marion

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  DRS POWER TECHNOLOGY,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward L. Bartlett,
  Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edward L. Bartlett, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  DRS TACTICAL SYSTEMS,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard P. McNeight

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. McNeight

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  INTEGRATED DEFENSE
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert F. Mehmel

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Mehmel

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  	
   

  
																	



 


[Signatures
Continued on the Following Page]


 

















 


	
   

  	
  AGENTS AND LENDERS:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL

  ASSOCIATION, as Administrative Agent,

  as Lender and at the request of the other Agents

  and Lenders party to the Credit Agreement

  pursuant to the Authorization

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


Schedule 1


to


First Amendment to
Credit Agreement


 


Terms of the


First Additional
Term Loans


 


All capitalized undefined terms used
on this Schedule 1 shall have the meanings assigned thereto in the Credit
Agreement (as amended by the First Amendment to Credit Agreement dated as of
February 6, 2004 and as further amended, restated, supplemented or
otherwise modified from time to time).


 


	
  Additional

  Term Loan:

  	
   

  	
  Subject to the terms
  and conditions set forth in the Credit Agreement, each Lender with a Term
  Loan Commitment severally agrees to make a First Additional Term Loan to the
  Borrower on the First Additional Term Loan Effective Date (which date shall
  be the same as the First Amendment Effective Date).  The First Additional Term Loans shall be funded on the First
  Additional Term Loan Effective Date by each Lender with a Term Loan
  Commitment in a principal amount equal to such Lender’s Term Loan Percentage
  of the aggregate principal amount of the First Additional Term Loans, which
  aggregate principal amount shall equal the total Term Loan Commitment as of
  the First Additional Term Loan Effective Date.

  
	
   

  	
   

  	
   

  
	
  Additional

  Term Loan

  Effective Date:

  	
   

  	
  February 6, 2004
  (the “First Additional Term Loan Effective Date”).

  
	
   

  	
   

  	
   

  
	
  Additional

  Term Loan

  Maturity Date:

  	
   

  	
  The first to occur of
  (a) November 4, 2010, (b) the date of termination pursuant to
  Section 12.2(a) of the Credit Agreement or (c) the date of repayment of
  the outstanding First Additional Term Loans pursuant to Section 4.4 of
  the Credit Agreement.

  
	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  The proceeds of the
  First Additional Term Loans shall be used to refinance the Initial Term
  Loans.

  
	
   

  	
   

  	
   

  
	
  Scheduled

  Repayments:

  	
   

  	
  In accordance with
  Section 4.3(b) of the Credit Agreement, the Borrower shall repay the
  aggregate outstanding principal amount of the First Additional Term Loans in
  consecutive quarterly installments on the last Business Day of each of March,
  June, September and December commencing March 31, 2004 as set
  forth below, except as the amounts of individual installments may be adjusted
  pursuant to Section 4.4 of the Credit Agreement:

  



 

















 


	
  YEAR

  	
   

  	
  PAYMENT
  DATE

  	
   

  	
  PRINCIPAL

  INSTALLMENT

  	
   

  	
  TERM LOAN

  COMMITMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ($)

  	
   

  	
  ($)

  	
   

  
	
  1

  	
   

  	
  March 31, 2004

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  234,820,000

  	
   

  
	
   

  	
  June 30,
  2004

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  234,230,000

  	
   

  
	
   

  	
  September 30,
  2004

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  233,640,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  December 31, 2004

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  233,050,000

  	
   

  
	
   

  	
  March 31,
  2005

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  232,460,000

  	
   

  
	
   

  	
  June 30,
  2005

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  231,870,000

  	
   

  
	
   

  	
  September 30,
  2005

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  231,280,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  December 31, 2005

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  230,690,000

  	
   

  
	
   

  	
  March 31,
  2006

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  230,100,000

  	
   

  
	
   

  	
  June 30,
  2006

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  229,510,000

  	
   

  
	
   

  	
  September 30,
  2006

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  228,920,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  December 31, 2006

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  228,330,000

  	
   

  
	
   

  	
  March 31,
  2007

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  227,740,000

  	
   

  
	
   

  	
  June 30,
  2007

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  227,150,000

  	
   

  
	
   

  	
  September 30,
  2007

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  226,560,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  December 31, 2007

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  225,970,000

  	
   

  
	
   

  	
  March 31,
  2008

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  225,380,000

  	
   

  
	
   

  	
  June 30,
  2008

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  224,790,000

  	
   

  
	
   

  	
  September 30,
  2008

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  224,200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  December 31, 2008

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  223,610,000

  	
   

  
	
   

  	
  March 31,
  2009

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  223,020,000

  	
   

  
	
   

  	
  June 30,
  2009

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  222,430,000

  	
   

  
	
   

  	
  September 30,
  2009

  	
   

  	
  $

  	
  590,000

  	
   

  	
  $

  	
  221,840,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  December 31, 2009

  	
   

  	
  $

  	
  55,460,000

  	
   

  	
  $

  	
  166,380,000

  	
   

  
	
   

  	
  March 31,
  2010

  	
   

  	
  $

  	
  55,460,000

  	
   

  	
  $

  	
  110,920,000

  	
   

  
	
   

  	
  June 30,
  2010

  	
   

  	
  $

  	
  55,460,000

  	
   

  	
  $

  	
  55,460,000

  	
   

  
	
   

  	
  September 30,
  2010

  	
   

  	
  $

  	
  55,460,000

  	
   

  	
  0

  	
   

  



 


	
   

  	
   

  	
  Upon payment in full of
  the outstanding Initial Term Loans of the Departing Lenders (as such term is
  defined in the First Amendment) and the conversion of all other Initial Term
  Loans into Additional Term Loans, in each case in accordance with
  Section 4 of the First Amendment, the repayment schedule set forth
  above shall replace the repayment schedule currently set forth in
  Section 4.3(a) of the Credit Agreement.

  
	
   

  	
   

  	
   

  
	
  Applicable

  Margin:

  	
   

  	
  The Applicable Margin
  provided for in Section 5.1(a) of the Credit Agreement with respect to
  the First Additional Term Loans shall be 1.75% with respect to LIBOR Rate
  Loans and 0.50% with respect to Base Rate Loans.

  



 

















 


ANNEX A


 


FORM OF LENDER AUTHORIZATION


 


AUTHORIZATION


 


               
   , 2004


 


	
  Wachovia
  Bank, National Association,

  as Administrative Agent

  
	
  Charlotte Plaza, CP-8

  
	
  201
  South College Street

  
	
  Charlotte,
  NC  28288-0680

  
	
  Attn:  Syndication Agency Services

  



 


Re:                               First Amendment dated as of
February 6, 2004 (the “First Amendment”) to the Second Amended and
Restated Credit Agreement dated as of November 4, 2003 by and among DRS Technologies, Inc., as borrower
(the “Borrower”), the subsidiaries of the Borrower party thereto, as
subsidiary guarantors (the “Subsidiary Guarantors”), the banks and
financial institutions party thereto, as lenders (the “Lenders”) and
Wachovia Bank, National Association, as administrative agent (the “Administrative
Agent”)


 


This letter acknowledges
our receipt and review of the First Amendment in the form posted on the DRS
Technologies Intralinks workspace.  By executing this letter, we hereby authorize the
Administrative Agent to execute and deliver the First Amendment on our behalf.


 


Each financial
institution executing this Authorization agrees or reaffirms that it shall be a
party to the Credit Agreement and the other Loan Documents to which Lenders are
parties and shall have the rights and obligations of a Lender under each such
agreement.


 


	
   

  	
   

  
	
   

  	
  [Insert name of applicable financial
  institution]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: