exv10w1






Exhibit 10.1




EXECUTION VERSION




LOAN AND SECURITY AGREEMENT




     THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 30, 2010 (the
“Effective Date”) by and among SILICON VALLEY BANK, a California corporation (“Bank”), AVIAT
NETWORKS, INC., a Delaware corporation (“Parent”), AVIAT U.S., INC. (“Opco,” together with Parent,
the “US Borrowers”) and AVIAT NETWORKS (S) PTE. LTD., a private company limited by shares formed
under the laws of the Republic of Singapore (“Aviat Singapore” or “Singapore Borrower,” and
together with the US Borrowers, the “Borrowers”), provides the terms on which Bank shall lend to
Borrower and Borrower shall repay Bank. The parties agree as follows:



     1 ACCOUNTING AND OTHER TERMS



     Accounting terms not defined in this Agreement shall be construed following GAAP.
Calculations and determinations must be made following GAAP. Capitalized terms not otherwise
defined in this Agreement shall have the meanings set forth in Section 13. All other terms
contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the
Code to the extent such terms are defined therein.



     2 LOAN AND TERMS OF PAYMENT



     2.1 Promise to Pay. US Borrowers hereby unconditionally promise to pay Bank the outstanding
principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due
in accordance with this Agreement. Singapore Borrower hereby unconditionally promises to pay Bank
the outstanding principal amount of all Singapore Utilization and accrued and unpaid interest
thereon as and when due in accordance with this Agreement.



     2.1.1 Revolving Advances.



          (a) Availability. Subject to the terms and conditions of this Agreement, Bank shall
make (i) revolving credit advances in Dollars to a US Borrower (“US Advances”) in an aggregate
principal amount at any one time outstanding not exceeding the Availability Amount and
(ii) revolving credit advances in Dollars to Singapore Borrower (“Singapore Advances”) in an
aggregate principal amount at any one time outstanding not exceeding the lesser of (A) the
Availability Amount or (B) the Singapore Sublimit. Amounts borrowed hereunder may be repaid and,
prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and
conditions precedent herein. No Singapore Advances shall be drawn until satisfaction of the
Singapore Conditions Precedent.




          (b) Termination; Repayment; Prepayment. The Revolving Line terminates on the
Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest
thereon, and all other Obligations relating to the Revolving Line shall be immediately due and
payable. Subject to Sections 3.7 and 3.8, Borrowers may reduce the Revolving Line, without premium
or penalty, to an amount (which may be zero) not less than the sum of (i) the Advances as of such
date, plus (ii) the principal amount of all Advances not yet made as to which a request has been
given by Borrowers under Section 3.5, plus (iii) the amount of all Letters of Credit not yet issued
as to which a request has been given by Borrowers pursuant to Section 2.1.2. Each such reduction
shall be made by providing not less than five (5) Business Days prior written notice to Bank and
shall be irrevocable. Once reduced, the Commitments may not be increased.




     2.1.2 Letters of Credit Sublimit.



          (a) Letters of Credit. As part of the Revolving Line, Bank shall issue or have issued
Letters of Credit denominated in Dollars or a Foreign Currency for Borrower’s account. The
aggregate Dollar Equivalent amount utilized for the issuance of Letters of Credit shall at all
times reduce the amount otherwise available for Advances under the Revolving Line. The aggregate
Dollar Equivalent amount available to be used for the issuance of Letters of Credit may not exceed
the Availability Amount. Issuances of Letters or Credit to Singapore Borrower are subject to the
overadvance provision in Section 2.2.






 









 








          (b) Cash Collateral. Borrowers may request and Bank may issue Letters of Credit which
expire up to the date which is twelve (12) months after the Revolving Line Maturity Date. If, on
the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), (i)
there are any outstanding Letters of Credit and (ii) Bank does not extend or renew the Revolving
Line, then on such date Borrowers shall provide to Bank cash collateral and pay in advance any
letter of credit fees, in each case, as provided for in Section 9.1(c). All Letters of Credit
shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to
the terms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “Letter
of Credit Application”). Borrowers agree to execute any further documentation in connection with
the Letters of Credit as Bank may reasonably request. Borrowers further agree to be bound by the
regulations and interpretations of the issuer of any Letters of Credit guarantied by Bank and
opened for a Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank
for a Borrower’s account, and Borrowers understand and agree that Bank shall not be liable for any
error, negligence, or mistake, whether of omission or commission, in following a Borrower’s
instructions or those contained in the Letters of Credit or any modifications, amendments, or
supplements thereto.




          (c) Reimbursement. The obligation of Borrowers to immediately reimburse Bank for
drawings made under Letters of Credit shall be absolute, unconditional, and irrevocable, and shall
be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and
the Letter of Credit Application.




          (d) Demand for Payment. If a demand for payment is made under any such Letter of
Credit, Borrowers shall have the option to reimburse Bank in an amount equal to the Dollar
Equivalent of the amount of such payment under such Letter of Credit. If Borrowers have not
reimbursed Bank in an amount equal to the Dollar Equivalent of the amount of such payment by 11:00
a.m. Pacific time on the date Bank must make such payment under such Letter of Credit, then Bank
shall treat such payment as an Advance to Borrowers of the Dollar Equivalent of the amount thereof
(plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges).




          (e) Letter of Credit Reserve. To guard against fluctuations in currency exchange
rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank shall create a
reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent
(10%) (or such other amount Bank deems appropriate in its sole discretion at the time of issuance
and while any such applicable Letter of Credit remains outstanding and Bank shall provide Borrowers
notice of such amount) of the Dollar Equivalent of the face amount of such Letter of Credit. The
amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for
fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be
reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains
outstanding.




     2.1.3 Foreign Exchange Contracts. As part of the Revolving Line, Borrowers may enter into
foreign exchange contracts with Bank under which a Borrower commits to purchase from or sell to
Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (the
“Settlement Date”) at least one (1) FX Business Day after the contract date. The aggregate Dollar
Equivalent amount of FX Forward Contracts at any one time may not exceed the Availability Amount.
Bank shall create a reserve (the “FX Reserve”) under the Revolving Line in an amount equal to ten
percent (10%) (or such other amount Bank deems appropriate in its sole discretion and Bank shall
provide Borrowers notice of such amount) of the Dollar Equivalent aggregate amount of all
outstanding FX Forward Contracts. The FX Reserve shall reduce the amount otherwise available for
Credit Extensions under the Revolving Line. Any amounts needed to fully reimburse Bank for any
amounts not paid by a Borrower in connection with FX Forward Contracts will be treated as Prime
Rate Advances under the Revolving Line to such Borrower and will accrue interest at the interest
rate applicable to Prime Rate Advances.



     2.1.4 Cash Management Services. Borrowers may use an amount under the Revolving Line up to
the Availability Amount for Bank’s cash management services which may include merchant services,
direct deposit of payroll, business credit card, and check cashing services identified in Bank’s
various cash management services agreements (collectively, the “Cash Management Services”). Any
amounts Bank pays on behalf of a Borrower for any Cash Management Services will be treated as Prime
Rate Advances to such Borrower under the Revolving Line and will accrue interest at the interest
rate applicable to Prime Rate Advances.



     2.1.5 [Reserved]



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     2.1.6 [Reserved]



     2.2 Overadvances. If, at any time, (a) the Revolving Line Utilization exceeds the Revolving
Line or (b) the Singapore Utilization exceeds the lesser of (i) the Revolving Line, or (ii) the
Singapore Sublimit, then Borrowers shall immediately repay to Bank Advances in cash at least in the
amount of such excess.



     2.3 Payment of Interest on the Credit Extensions.



          (a) Interest Rate.




               (i) Each Advance shall, at Borrowers’ option, in accordance with the terms of this Agreement,
be either in the form of a Prime Rate Advance or a LIBOR Advance; provided that in no event shall
Borrowers maintain at any time LIBOR Advances having more than five (5) different Interest Periods.



               (ii) Each Advance shall bear interest on the outstanding principal amount thereof from the
date when made, continued or converted until paid in full at a floating per annum rate equal to
(A) for Prime Rate Advances, the Prime Rate plus the applicable Prime Rate Margin and (B) for LIBOR
Advances, the LIBOR Rate plus the applicable LIBOR Rate Margin. On and after the expiration of any
Interest Period applicable to any LIBOR Advance outstanding on the date of occurrence of an Event
of Default or acceleration of the Obligations, the Effective Amount of such LIBOR Advance shall,
during the continuance of such Event of Default or after acceleration, bear interest at a rate per
annum equal to the rate applicable to Prime Rate Advances plus the Default Rate. Pursuant to the
terms hereof, interest on each Advance shall be paid in arrears on each Interest Payment Date.
Interest shall also be paid on the date of any prepayment of any Advance pursuant to this Agreement
for the portion of any Advance so prepaid and upon payment (including prepayment) in full thereof.
All accrued but unpaid interest on the Advances shall be due and payable on the Revolving Line
Maturity Date.



          (b) Default Rate. Immediately upon the occurrence and during the continuance of an
Event of Default, (i) Obligations shall bear interest at a rate per annum which is two percentage
points (2.00%) above the rate that is otherwise applicable thereto, and (ii) letter of credit fees
shall bear interest at a rate per annum which is two percentage points (2.00%) above the rate that
is otherwise applicable thereto (such rates described in clauses (i) and (ii) are collectively
referred to herein as the “Default Rate”) unless Bank otherwise elects from time to time in its
sole discretion to impose a smaller increase. Fees and expenses which are required to be paid by
Borrowers pursuant to the Loan Documents (including, without limitation, Bank Expenses and letter
of credit fees) but are not paid when due shall bear interest until paid at a rate equal to the
highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate
provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not
constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies
of Bank.




          (c) Prime Rate and LIBOR Rate Advances.




               (i) Each change in the interest rate of the Prime Rate Advances based on changes in the Prime
Rate shall be effective on the effective date of such change and to the extent of such change.



               (ii) The interest rate applicable to each LIBOR Advance shall be determined in accordance with
Section 3.7(a) hereunder. Subject to Sections 3.7 and 3.8, such rate shall apply during the entire
Interest Period applicable to such LIBOR Advance, and interest calculated thereon shall be payable
on the Interest Payment Date applicable to such LIBOR Advance.



          (d) Computation. In computing interest, the date of the making of any Credit
Extension shall be included and the date of payment shall be excluded; provided, however, that if
any Credit Extension is repaid on the same day on which it is made, such day shall be included in
computing interest on such Credit Extension. Interest shall be computed on the basis of a 360-day
year for the actual number of days elapsed, except that, with respect to Prime Rate Advances, the
interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year
for the actual number of days elapsed.







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          (e) Debit of Accounts. Bank may debit the Designated Deposit Account (i) of US
Borrowers for principal and interest payments or any other amounts Borrowers owe Bank when due, and
(ii) of Singapore Borrower for principal and interest payments or any other amounts Singapore
Borrower owes Bank when due; provided that if any payment is not made when due, Bank may debit any
deposit account of (x) US Borrowers for principal and interest payments or any other amounts
Borrowers owe Bank when due, and (y) Singapore Borrower for principal and interest payments or any
other amounts Singapore Borrower owes Bank when due. These debits shall not constitute a set-off.




     2.4 Fees. Borrowers shall pay to Bank:



          (a) Commitment Fee. A fully earned, non-refundable commitment fee of $150,000 equal
to three hundred seventy five thousandths of one percent (0.375%) of the Revolving Line, on the
Effective Date;




          (b) Letter of Credit Fee. Bank’s customary fees and expenses for the issuance or
renewal of Letters of Credit , including, without limitation, a letter of credit fee of one percent
(1.00%) per annum of the Dollar Equivalent of the face amount of each Letter of Credit issued, upon
the issuance of such Letter of Credit, each anniversary of the issuance during the term of such
Letter of Credit, and upon the renewal of such Letter of Credit by Bank;




          (c) Unused Revolving Line Facility Fee. A fee (the “Unused Revolving Line Facility
Fee”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to such
applicable percentage of the average unused portion of the Revolving Line as set forth below:




	 	 	 	 	 
	 	 	Borrowers’ Consolidated	 	Unused Revolving Line
	Level	 	Leverage Ratio	 	Facility Fee
	I

	 	Less than or equal to
1.0:1.0
	 	.250% per annum
	 
	 	 	 	 
	II

	 	Greater than 1.0:1.0 but less
than or equal to 2.0:1.0
	 	.300% per annum
	 
	 	 	 	 
	III

	 	Greater than 2.0:1.0 but less
than or equal to 2.75:1.0
	 	.375% per annum
	 
	 	 	 	 
	IV

	 	Greater than 2.75:1.0 and/or
a negative number
	 	.500% per annum





For the period from the Effective Date until Bank has received Parent’s consolidated financial
statements for the fiscal quarter ending October 1, 2010, the Unused Revolving Line Facility Fee
shall be at the margin in the row styled “Level IV.” The unused portion of the Revolving Line, for
the purposes of this calculation, shall include amounts reserved for products provided in
connection with Letters of Credit, Cash Management Services and FX Forward Contracts. Borrowers
shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee
previously earned by Bank pursuant to this Section notwithstanding any termination of the Agreement
or the suspension or termination of Bank’s obligation to make loans and advances hereunder; and




          (d) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and
expenses for documentation and negotiation of this Agreement) incurred through and after the
Effective Date, when due.




     2.5 Payments; Application of Payments.



          (a) All payments (including prepayments) to be made by Borrowers under any Loan Document shall
be made in immediately available funds in U.S. Dollars, without setoff or counterclaim, before






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12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received
after 12:00 p.m. Pacific time are considered received at the opening of business on the next
Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due
the next Business Day, and additional fees or interest, as applicable, shall continue to accrue
until paid.




          (b) All principal and interest payments received by Bank, and all proceeds of Collateral
received by Bank, shall be applied (i) first to reduce the balance of principal and interest of the
Revolving Line outstanding, and (ii) in the case of payments received from Singapore Borrower,
first to reduce the balance of principal and interest of the Singapore Obligations; provided that
so long as no Event of Default has occurred and is continuing, any Borrower may specify that any
payment made by such Borrower to Bank shall be for the payment of specific Obligations then due and
payable under any provision of this Agreement or any other Loan Document. Notwithstanding the
foregoing, in no event shall Bank apply any payments received by Singapore Borrower to, nor shall
any payment by Singapore Borrower be construed to be for, any Obligation owing by any US Borrower.




     3 CONDITIONS OF LOANS



     3.1 Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial
Credit Extension is subject to the condition precedent that Bank shall have received, in form and
substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may
reasonably deem necessary or appropriate, including, without limitation:



          (a) duly executed original signatures to the following Loan Documents:





     (i) this Agreement;




     (ii) the Perfection Certificates for each US Borrower;




     (iii) the Control Agreements for the Securities Accounts held by US Borrowers
at SVB Asset Management and Treasury Partners;




     (iv) the Notice of Borrowing; and




     (v) the Letter of Direction;



          (b) [reserved];




          (c) each US Borrower’s Operating Documents and a good standing certificate of each US Borrower
certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty
(30) days prior to the Effective Date;




          (d) duly executed original signatures to the completed Borrowing Resolutions for each US
Borrower;




          (e) duly executed original signature to a payoff letter from Bank of America, N.A.;




          (f) certified copies, dated as of a recent date, of financing statement searches, as Bank
shall request, accompanied by written evidence (including any UCC termination statements) that the
Liens indicated in any such financing statements either constitute Permitted Liens or have been or,
in connection with the initial Credit Extension, will be terminated or released;




          (g) [reserved];




          (h) since July 2, 2010, there has not been a Material Adverse Change;







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          (i) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof
are in full force and effect, together with appropriate evidence showing loss payable and/or
additional insured clauses in favor of Bank; and




          (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.




     3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit
Extension, including the initial Credit Extension, is subject to the following conditions
precedent:



          (a) for Advances, timely receipt of an executed Notice of Borrowing;




          (b) the representations and warranties in this Agreement shall be true, accurate, and complete
in all material respects on the date of the Notice of Borrowing and on the Funding Date of each
Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further, that those representations and warranties expressly referring to a
specific date shall be true, accurate and complete in all material respects as of such date, and no
Event of Default shall have occurred and be continuing or result from the Credit Extension. Each
Credit Extension is Borrowers’ representation and warranty on that date that the representations
and warranties in this Agreement remain true, accurate, and complete in all material respects;
provided, however, that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof; and
provided, further, that those representations and warranties expressly referring to a specific date
shall be true, accurate and complete in all material respects as of such date; and




          (c) in Bank’s sole discretion, there has not been a Material Adverse Change.




     3.3 Post-Closing Conditions.



          (a) The obligation of Bank to make Singapore Advances is subject to the condition precedent
that Bank shall have received within 30 days after the Effective Date, unless otherwise provided in
writing, in form and substance satisfactory to Bank, such documents, and completion of such other
matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:




               (i) duly executed original signatures to the Singapore Debenture and all related documents;



               (ii) the Perfection Certificate for Singapore Borrower, together with the duly executed
original signature thereto;



               (iii) a legal opinion of Borrowers’ Singapore counsel, in form and substance satisfactory to
Bank, together with the duly executed original signature thereto;



               (iv) Singapore Borrower’s Operating Documents;



               (v) duly executed original signatures to the Control Agreement for the Securities Account held
by Singapore Borrower at SVB Asset Management;



               (vi) evidence satisfactory to Bank of filing of the change of registered shareholder of
Singapore Borrower from “Harris Stratex Networks Operating Corporation” to “Aviat U.S., Inc.”; and



               (vii) duly executed original signatures to the completed Borrowing Resolutions for Singapore
Borrower.



          (b) Within 10 days of the satisfaction of each item described in Sections 3.3(a)(i)-(v):







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               (i) cause the particulars of the Singapore Debenture to be registered with the Accounting and
Corporate Regulatory Authority of Singapore; and



               (ii) cause the Singapore Debenture to be stamped under the Singapore Stamp Duties Act.



          (c) Unless otherwise provided in writing, within 30 days after the Effective Date, Bank shall
have received, in form and substance satisfactory to Bank:




               (i) evidence that (A) the Liens securing Indebtedness owed by Borrowers to (x) Key Equipment
Finance, Inc. and (y) Vinod Dahm will be terminated and (B) the documents and/or filings evidencing
the perfection of such Liens, including without limitation any financing statements and/or control
agreements, have or will, concurrently with the initial Credit Extension, be terminated; and



               (ii) evidence satisfactory to Bank that the endorsements in favor of Bank related to the
insurance policies required by Section 6.5 hereof are in full force and effect.



     3.4 Covenant to Deliver. Except as otherwise provided in Section 3.3, Borrowers agree to
deliver to Bank each item required to be delivered to Bank under this Agreement as a condition
precedent to any Credit Extension. Borrowers expressly agree that a Credit Extension made prior to
the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrowers’ obligation
to deliver such item, and the making of any Credit Extension in the absence of a required item
shall be in Bank’s sole discretion.



     3.5 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable
conditions to the making of an Advance set forth in this Agreement, each Advance shall be made upon
the Administrative Borrower’s or the Singapore Borrower’s irrevocable written notice delivered to
Bank in the form of a Notice of Borrowing, executed by a Responsible Officer of the Administrative
Borrower or the Singapore Borrower or his or her designee or without instructions if the Advances
are necessary to meet Obligations which have become due. Bank may rely on any telephone notice
given by a person whom Bank believes is a Responsible Officer or designee. Each Borrower will
indemnify Bank for any loss Bank suffers due to such reliance. Such Notice of Borrowing must be
received by Bank prior to 12:00 p.m. Pacific time, (a) at least three (3) Business Days prior to
the requested Funding Date, in the case of LIBOR Advances, and (b) on the requested Funding Date,
in the case of Prime Rate Advances, specifying: (1) the amount of the Advance; (2) the requested
Funding Date; (3) whether the Advance is to be comprised of LIBOR Advances or Prime Rate Advances;
and (4) the duration of the Interest Period applicable to any such LIBOR Advances included in such
notice; provided that each borrowing made hereunder, whether a LIBOR Advance or a Prime Rate
Advance, shall be a minimum of $1,000,000 and integral multiples of $1,000,000 thereof; provided,
further, that if the Notice of Borrowing shall fail to specify the duration of the Interest Period
for any Advance comprised of LIBOR Advances, such Interest Period shall be one (1) month. The
proceeds of all such Advances will then be made available to Borrowers on the Funding Date by Bank
by transfer to the Designated Deposit Account and, subsequently, by wire transfer to such other
account as the Administrative Borrower or the Singapore Borrower may instruct in the Notice of
Borrowing.



     3.6 Conversion and Continuation Elections.



          (a) So long as (x) no Event of Default exists; (y) Borrowers shall not have sent any notice of
termination of this Agreement; and (z) Borrowers shall have complied with such customary procedures
as Bank has established from time to time for Borrowers’ requests for LIBOR Advances, Borrowers
may, upon irrevocable written notice to Bank:




               (i) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances;



               (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such
Interest Payment Date; or



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               (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such
Interest Payment Date into Prime Rate Advances.



          (b) Borrowers shall deliver a Notice of Conversion/Continuation in accordance with Section 10
to be received by Bank prior to 12:00 p.m. Pacific time (x) at least three (3) Business Days in
advance of the Conversion Date or Continuation Date, if any Advances are to be converted into or
continued as LIBOR Advances; and (y) on the Conversion Date, if any Advances are to be converted
into Prime Rate Advances, in each case specifying the:




               (i) proposed Conversion Date or Continuation Date;



               (ii) aggregate amount of the Advances to be converted or continued;



               (iii) nature of the proposed conversion or continuation; and



               (iv) duration of the requested Interest Period.



          (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrowers
shall have failed to select a new Interest Period to be applicable to such LIBOR Advances,
Borrowers shall be deemed to have elected an Interest Period of one (1) month.




          (d) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event
that (i) an Event of Default shall exist, or (ii) the aggregate principal amount of the Prime Rate
Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount
of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period
shall at any time during such Interest Period exceed the Revolving Line. Borrowers agree to pay
Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any
other account Borrowers maintain with Bank) any amounts required to compensate Bank for any loss
(including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the
conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.6(d); provided that
any payments made by Singapore Borrower pursuant to this Section 3.6(d) shall only be for any loss,
cost or expense incurred by Bank related to the Singapore Utilization.




          (e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to
purchase United States Dollar deposits in the London interbank market or other applicable LIBOR
market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank
had purchased such deposits to fund the LIBOR Advances.




     3.7 Special Provisions Governing LIBOR Advances. Notwithstanding any other provision of this
Agreement to the contrary, the following provisions shall govern with respect to LIBOR Advances as
to the matters covered:



          (a) Determination of Applicable Interest Rate. As soon as practicable on each
Interest Rate Determination Date, Bank shall determine (which determination shall, absent manifest
error in calculation, be final, conclusive and binding upon all parties) the interest rate that
shall apply to the LIBOR Advances for which an interest rate is then being determined for the
applicable Interest Period and shall promptly give notice thereof (in writing or by telephone
confirmed in writing) to Borrowers.




          (b) Inability to Determine Applicable Interest Rate. In the event that Bank shall
have determined (which determination shall be final and conclusive and binding upon all parties
hereto), on any Interest Rate Determination Date with respect to any LIBOR Advance, that by reason
of circumstances affecting the London interbank market adequate and fair means do not exist for
ascertaining the interest rate applicable to such Advance on the basis provided for in the
definition of LIBOR, Bank shall on such date give notice (by facsimile or by telephone confirmed in
writing) to Borrowers of such determination, whereupon (i) no Advances may be made as, or converted
to, LIBOR Advances until such time as Bank notifies Borrowers that the circumstances giving rise to
such notice no longer exist, and (ii) any Notice of Borrowing or Notice of Conversion/Continuation
given by Borrowers






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with respect to Advances in respect of which such determination was made shall be deemed to be
rescinded by Borrowers.




          (c) Compensation for Breakage or Non-Commencement of Interest Periods. Borrowers
shall compensate Bank, upon written request by Bank (which request shall set forth the manner and
method of computing such compensation), for all losses, expenses, unrealized gains and liabilities
(including any interest paid by Bank to lenders of funds borrowed by it to make or carry its LIBOR
Advances, any loss, expense or liability incurred by Bank in connection with the liquidation or
re-employment of such funds, and, in the case of complete or partial principal payments or
conversions of LIBOR Advances prior to the last day of the applicable Interest Period, any amount
by which (i) the additional interest which would have been payable on the amount so prepaid or
converted had it not been paid or converted until the last day of the applicable Interest Period
exceeds (ii) the interest which would have been recoverable by Bank by placing the amount so
received on deposit in the certificate of deposit markets, the offshore currency markets, or United
States Treasury investment products, as the case may be, for a period starting on the date on which
it was so paid or converted and ending on the last day of such Interest Period at the interest rate
determined by Bank in its reasonable discretion), if any, that Bank may incur: (A) if for any
reason (other than a default by Bank or due to any failure of Bank to fund LIBOR Advances due to
impracticability or illegality under Sections 3.8(c) and 3.8(d)) a borrowing or a conversion to or
continuation of any LIBOR Advance does not occur on a date specified in a Notice of Borrowing or a
Notice of Conversion/Continuation, as the case may be, or (B) if for any reason (including
voluntary or mandatory prepayment or acceleration) any complete or partial principal payment or any
conversion of any of Borrowers’ LIBOR Advances occurs on a date prior to the last day of an
Interest Period applicable to that Advance; provided that any payments made by Singapore Borrower
pursuant to this Section 3.7(c) shall only be for any loss, cost or expense incurred by Bank
related to the Singapore Utilization. Bank’s determination as to such amount shall be conclusive
absent manifest error. Borrowers shall immediately notify Borrowers’ account officer at Bank if
any of the situations described in (B) above occur.




          (d) Assumptions Concerning Funding of LIBOR Advances. Calculation of all amounts
payable to Bank under this Section 3.7 and under Section 3.8 shall be made as though Bank had
actually funded each of its relevant LIBOR Advances through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to the definition of LIBOR Rate in an amount equal
to the amount of such LIBOR Advance and having a maturity comparable to the relevant Interest
Period; provided, however, that Bank may fund each of its LIBOR Advances in any manner it sees fit
and the foregoing assumptions shall be utilized only for the purposes of calculating amounts
payable under this Section 3.7 and under Section 3.8.




          (e) LIBOR Advances After Default. After the occurrence and during the continuance of
an Event of Default, (i) Borrowers may not elect to have an Advance be made or continued as, or
converted to, a LIBOR Advance after the expiration of any Interest Period then in effect for such
Advance and (ii) subject to the provisions of Section 3.7(c), any Notice of Conversion/Continuation
given by Borrowers with respect to a requested conversion/continuation that has not yet occurred
shall, at Bank’s option, be deemed to be rescinded by Borrowers and be deemed a request to convert
or continue Advances referred to therein as Prime Rate Advances.




     3.8 Additional Requirements/Provisions Regarding LIBOR Advances.



          (a) Borrowers shall pay Bank, upon demand by Bank, from time to time such amounts as Bank may
determine to be necessary to compensate it for any costs incurred by Bank that Bank determines are
attributable to its making or maintaining of any amount receivable by Bank hereunder in respect of
any LIBOR Advances relating thereto (such increases in costs and reductions in amounts receivable
being herein called “Additional Costs”), in each case resulting from any Regulatory Change which:




               (i) changes the basis of taxation of any amounts payable to Bank under this Agreement in
respect of any LIBOR Advances (other than changes which affect taxes measured by or imposed on the
overall net income of Bank by the jurisdiction in which Bank has its principal office);



               (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any
extensions of credit or other assets of, or any deposits with, or other liabilities of Bank
(including any LIBOR Advances or any deposits referred to in the definition of LIBOR); or



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               (iii) imposes any other condition affecting this Agreement (or any of such extensions of
credit or liabilities);


provided that any payments made by Singapore Borrower pursuant to this Section 3.8(a) shall only be
for any Additional Cost incurred by Bank related to the Singapore Utilization.




               Bank will notify Borrowers of any event occurring after the Effective Date which will entitle
Bank to compensation pursuant to this Section 3.8(a) as promptly as practicable after it obtains
knowledge thereof and determines to request such compensation. Bank will furnish Borrowers with a
statement setting forth the basis and amount of each request by Bank for compensation under this
Section 3.8(a). Determinations and allocations by Bank for purposes of this Section 3.8(a) of the
effect of any Regulatory Change on its costs of maintaining its obligations to make LIBOR Advances,
of making or maintaining LIBOR Advances, or on amounts receivable by it in respect of LIBOR
Advances, and of the additional amounts required to compensate Bank in respect of any Additional
Costs, shall be conclusive absent manifest error.



          (b) If Bank shall determine that the adoption or implementation of any applicable law, rule,
regulation, or treaty regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central bank, or comparable
agency charged with the interpretation or administration thereof, or compliance by Bank (or its
applicable lending office) with any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank, or comparable agency, has or would
have the effect of reducing the rate of return on capital of Bank or any person or entity
controlling Bank (a “Bank Parent”) as a consequence of its obligations hereunder to a level below
that which Bank (or its Bank Parent) could have achieved but for such adoption, change, or
compliance (taking into consideration policies with respect to capital adequacy) by an amount
deemed by Bank to be material, then from time to time, within five (5) days after demand by Bank,
Borrowers shall pay to Bank such additional amount or amounts as will compensate Bank for such
reduction; provided that any payments made by Singapore Borrower pursuant to this Section 3.8(b)
shall only be for any amount demanded by Bank related to the Singapore Utilization. A statement of
Bank claiming compensation under this Section 3.8(b) and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive absent manifest error.




          (c) If, at any time, Bank, in its sole and absolute discretion, determines that (i) the amount
of LIBOR Advances for periods equal to the corresponding Interest Periods are not available to Bank
in the offshore currency interbank markets, or (ii) LIBOR does not accurately reflect the cost to
Bank of lending the LIBOR Advances, then Bank shall promptly give notice thereof to Borrowers.
Upon the giving of such notice, Bank’s obligation to make the LIBOR Advances shall terminate;
provided, however, that (x) LIBOR Advances shall not terminate if Bank and Borrowers agree in
writing to a different interest rate applicable to LIBOR Advances; and (y) existing LIBOR Advances
shall continue in full force and effect.




          (d) If it shall become unlawful for Bank to continue to fund or maintain any LIBOR Advances,
or to perform its obligations hereunder, upon demand by Bank, Borrowers shall prepay the LIBOR
Advances in full with accrued interest thereon and all other amounts payable by Borrowers hereunder
(including, without limitation, any amount payable in connection with such prepayment pursuant to
Section 3.7(c)(ii)); provided that any payments made by Singapore Borrower pursuant to this Section
3.8(d) shall only be for any demand by Bank related to the Singapore Utilization. Notwithstanding
the foregoing, to the extent a determination by Bank as described above relates to a LIBOR Advance
then being requested by Borrowers pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Borrowers shall have the option, subject to the provisions of Section
3.7(c)(ii), to (i) rescind such Notice of Borrowing or Notice of Conversion/Continuation by giving
notice (by facsimile or by telephone confirmed in writing) to Bank of such rescission on the date
on which Bank gives notice of its determination as described above, or (ii) modify such Notice of
Borrowing or Notice of Conversion/Continuation to obtain a Prime Rate Advance or to have
outstanding Advances converted into or continued as Prime Rate Advances by giving notice (by
facsimile or by telephone confirmed in writing) to Bank of such modification on the date on which
Bank gives notice of its determination as described above.







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     4 CREATION OF SECURITY INTEREST.



     4.1 Grant of Security Interest.



          (a) US Borrowers. Each US Borrower hereby grants Bank, to secure the prompt payment
and performance in full of all of the Obligations of Borrowers, a continuing security interest in,
and pledges to Bank, the US Collateral, wherever located, whether now owned or hereafter acquired
or arising, and all proceeds and products thereof. Notwithstanding the foregoing, at all times,
the Collateral shall include all proceeds of all Intellectual Property of each US Borrower (whether
acquired upon the sale, lease, license, exchange or other disposition of such Intellectual
Property) and all other rights arising out of such Intellectual Property.




          (b) Singapore Borrower. Singapore Borrower hereby grants Bank, to secure the prompt
payment and performance in full of all of the Singapore Obligations, a continuing security interest
in, and pledges to Bank, the Singapore Collateral, wherever located, whether now owned or hereafter
acquired or arising, and all proceeds and products thereof. Notwithstanding the foregoing, at all
times the Singapore Collateral shall include all proceeds of all Intellectual Property of Singapore
Borrower (whether acquired upon the sale, lease, license, exchange or other disposition of such
Intellectual Property) and all other rights arising out of such Intellectual Property.




     4.2 Priority of Security Interest. Each Borrower represents, warrants, and covenants that,
except for (x) Permitted Liens that may have superior priority to Bank’s Lien under this Agreement,
and (y) deposit accounts not requiring a Control Agreement pursuant to Section 6.6, the security
interest granted herein is and shall at all times continue to be a first priority perfected
security interest in the Collateral subject to completion of the following at Bank’s sole
discretion: (a) in the case of all Collateral in which a security interest may be perfected by
filing a financing statement under the Code, upon completion of such filings, (b) with respect to
any Collateral Account, Bank having control (as defined in the Code) of such Collateral Account,
(c) in the case of Collateral covered by a certificate of title, the security interest of Bank is
indicated on such certificate of title if required by applicable law, (d) in the case of the
Singapore Collateral, the security interest of Bank is perfected pursuant to applicable law, and
(e) in the case of all other Collateral, as required by the Code or applicable law. If any
Borrower shall acquire a commercial tort claim, such Borrower shall promptly notify Bank in a
writing signed by such Borrower of the general details thereof and, if requested by Bank, grant to
Bank a security interest therein and in the proceeds thereof, all upon the terms of this Agreement,
with such writing to be in form and substance reasonably satisfactory to Bank.



     If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the
Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment
in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions
has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the
Collateral and all rights therein shall revert to Borrower; provided that upon payment in full in
cash of the Singapore Obligations and at such time as Bank’s obligation to make Credit Extensions
to Singapore Borrower has terminated, Bank shall, at Borrowers’ sole cost and expense, release its
Liens in the Singapore Collateral and all rights therein shall revert to Singapore Borrower.



     4.3 Authorization to File Financing Statements. Each Borrower hereby authorizes Bank to file
financing statements and register the particulars of the security interest created in respect of
the Singapore Collateral with any regulatory authority, without notice to any Borrower, with all
appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a
notice that any disposition of the Collateral not otherwise permitted under Section 7.1, by any
Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. Such
financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar
effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.



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     5 REPRESENTATIONS AND WARRANTIES



          Each Borrower represents and warrants as follows:




     5.1 Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and
in good standing in its jurisdiction of formation and is qualified and licensed to do business and
is in good standing in any jurisdiction in which the conduct of its business or its ownership of
property requires that it be qualified except where the failure to do so could not reasonably be
expected to cause a Material Adverse Change in such Borrower’s business. In connection with this
Agreement, Borrowers have delivered to Bank completed certificates signed by each Borrower
entitled “Perfection Certificate.” Each Borrower represents and warrants to Bank that (a) such
Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature
page hereof; (b) such Borrower is an organization of the type and is organized in the jurisdiction
set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth such
Borrower’s organizational identification number or accurately states that such Borrower has none;
(d) the Perfection Certificate accurately sets forth such Borrower’s place of business, or, if more
than one, its chief executive office as well as such Borrower’s mailing address (if different than
its chief executive office); (e) such Borrower (and each of its predecessors) has not, in the past
five (5) years, changed its jurisdiction of formation, organizational structure or type, or any
organizational number assigned by its jurisdiction; and (f) all other information set forth on the
Perfection Certificate pertaining to such Borrower and each of its Subsidiaries is accurate and
complete (it being understood and agreed that such Borrower may from time to time update certain
information in the Perfection Certificate after the Effective Date to the extent permitted by one
or more specific provisions in this Agreement). If any Borrower is not now a Registered
Organization but later becomes one, such Borrower shall promptly notify Bank of such occurrence and
provide Bank with such Borrower’s organizational identification number.



     The execution, delivery and performance by each Borrower of the Loan Documents to which it is
a party have been duly authorized, and do not, in any material respect, (i) conflict with any of
such Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default
under or violate any material Requirement of Law, (iii) contravene, conflict or violate any
applicable order, writ, judgment, injunction, decree, determination or award of any Governmental
Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may
be bound or affected, (iv) require any action by, filing, registration, or qualification with, or
Governmental Approval from, any Governmental Authority (except such Governmental Approvals which
have already been obtained and are in full force and effect or are being obtained pursuant to
Section 3.3(b)) or (v) constitute an event of default under any material agreement by which such
Borrower is bound. Each Borrower is not in default under any agreement to which it is a party or
by which it is bound in which the default could reasonably be expected to cause a Material Adverse
Change in such Borrower’s business.



     5.2 Collateral. Each Borrower has good title to, has rights in, and the power to transfer
each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any
and all Liens except Permitted Liens. Each Borrower has no deposit accounts other than the deposit
accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered
to Bank in connection herewith, or, subject to Section 6.6, of which such Borrower has given Bank
notice and taken such actions as are necessary to give Bank a perfected security interest therein.
The Accounts are bona fide, existing obligations of the Account Debtors.



     The Collateral is not in the possession of any third party bailee (such as a warehouse) except
as otherwise provided in the Perfection Certificates.



     Except for obsolete goods or excess material related to Inventory that will not be marketed
for sale, all Inventory is in all material respects of good and marketable quality, free from
material defects.



     Each Borrower is the sole owner of the Intellectual Property which it owns or purports to own
except for (a) non-exclusive licenses granted to its customers in the ordinary course of business,
(b) over-the-counter software that is commercially available to the public, and (c) material
Intellectual Property licensed to such Borrower. Each Patent which it owns or purports to own and
which is material to such Borrower’s business is valid and enforceable, and no part of the
Intellectual Property which such Borrower owns or purports to own and which is material to such
Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of
each Borrower’s knowledge, no claim has been made that any part of the Intellectual Property
violates the rights of any third party



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except to the extent such claim would not reasonably be expected to cause a Material Adverse
Change in any Borrower’s business.




     5.3 Accounts Receivable; Inventory. For any Account, all statements made and all unpaid
balances appearing in all invoices, instruments and other documents evidencing such Accounts are
and shall be true and correct and all such invoices, instruments and other documents, and all of
Borrowers’ Books are genuine and in all respects what they purport to be. Upon the occurrence and
during the continuance of an Event of Default, Bank may notify any Account Debtor owing any
Borrower money of Bank’s security interest in such funds and verify the amount of such Account.
All sales and other transactions underlying or giving rise to each Account shall comply in all
material respects with all applicable laws and governmental rules and regulations. No Borrower has
knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor representing five
percent (5%) or more of the aggregate amount of all of Borrowers’ Accounts other than such Account
Debtors which Borrowers have given Bank notice of such actual or imminent Insolvency Proceeding.
To the best of each Borrower’s knowledge, all signatures and endorsements on all documents,
instruments, and agreements relating to all Accounts are genuine, and all such documents,
instruments and agreements are legally enforceable in accordance with their terms.



     For any item of Inventory, such Inventory is maintained in the manner as described by each
Borrower in the Perfection Certificates (or at any location permitted under Section 7.2).



     5.4 Litigation. Other than as set forth in the Perfection Certificates, there are no actions
or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by
or against any Borrower or any of its Subsidiaries, that, if determined adversely, could reasonably
be expected to cause a Material Adverse Change.



     5.5 Financial Statements; Financial Condition. All consolidated financial statements for
Borrowers and any of their Subsidiaries delivered to Bank fairly present in all material respects
Borrowers’ consolidated financial condition and Borrowers’ consolidated results of operations.
Since July 2, 2010, no event, circumstance, or change has occurred that has or could reasonably be
expected to result in a Material Adverse Change with respect to any Borrower and its Subsidiaries.



     5.6 Solvency. After giving effect to the transactions in this Agreement, (a) the amount of
the “fair value” of the assets of each Borrower will exceed the amount of all “liabilities of each
Borrower, contingent or otherwise”, as such quoted terms are determined in accordance with
applicable federal and state laws governing determinations of the insolvency of debtors; (b) each
Borrower is not left with unreasonably small capital with which to conduct its business; and (c)
each Borrower is able to pay its debts (including trade debts) as they mature.



     5.7 Regulatory Compliance. No Borrower is an “investment company” or a company “controlled”
by an “investment company” under the Investment Company Act of 1940, as amended. No Borrower is
engaged as one of its important activities in extending credit for margin stock (under Regulations
X, T and U of the Federal Reserve Board of Governors). Each Borrower has complied in all material
respects with the Federal Fair Labor Standards Act. No Borrower nor any of its Subsidiaries is a
“holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding
company” as each term is defined and used in the Public Utility Holding Company Act of 2005. No
Borrower has violated any laws, ordinances or rules, the violation of which could reasonably be
expected to cause a Material Adverse Change in its business. None of any Borrower’s or any of its
Subsidiaries’ properties or assets has been used by such Borrower or any Subsidiary or, to the best
of such Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or
transporting any hazardous substance other than legally which could reasonably be expected to cause
a Material Adverse Change in such Borrower’s or Subsidiary’s business. Each Borrower and each of
its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations
or filings with, and given all notices to, all Government Authorities that are necessary to
continue their respective businesses as currently conducted except to the extent that failure to do
so could not, in the aggregate, reasonably be expected to cause a Material Adverse Change. No
Borrower is declared by the Minister for Finance in Singapore to be a company to which Part IX of
the Singapore Companies Act applies. No US Borrower is a foreign company registered under Division
2 of Part XI of the Singapore Companies Act.



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     5.8 Subsidiaries; Investments. No Borrower owns any stock, partnership interest or other
equity securities except for Permitted Investments.



     5.9 Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed all
material tax returns and reports that are required to be filed, and each Borrower has timely paid
all material foreign, federal, state and local taxes, assessments, deposits and contributions owed
by such Borrower. Each Borrower may defer payment of any contested taxes, provided that such
Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings
promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement
of, and any material development in, the proceedings, (c) posts bonds or takes any other steps
required to prevent the governmental authority levying such contested taxes from obtaining a Lien
upon any of the Collateral that is other than a “Permitted Lien”. Each Borrower is unaware of any
claims or adjustments proposed for any of such Borrower’s prior tax years which could result in
material additional taxes becoming due and payable by such Borrower. Each Borrower has paid all
amounts necessary to fund all present pension, profit sharing and deferred compensation plans in
accordance with their terms, and each Borrower has not withdrawn from participation in, and has not
permitted partial or complete termination of, or permitted the occurrence of any other event with
respect to, any such plan which could reasonably be expected to result in any liability of any
Borrower, including any liability to the PBGC or its successors or any other governmental agency.



     5.10 Use of Proceeds. Each Borrower shall use the proceeds of the Credit Extensions solely as
working capital, and to fund its general business requirements and not for personal, family,
household or agricultural purposes.



     5.11 Patriot Act. To the extent applicable, each Borrower is in compliance, in all material
respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA Patriot Act of 2001) (the “Patriot Act”). No part of the proceeds of the loans made
hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, for
any payments to any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended.



     5.12 Full Disclosure. No written representation, warranty or other statement of Borrowers in
any certificate or written statement given to Bank, as of the date such representation, warranty,
or other statement was made, taken together with all such written certificates and written
statements given to Bank, contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained in the certificates or statements not
misleading in any material respect (it being recognized by Bank that the projections and forecasts
provided by Borrowers in good faith and based upon reasonable assumptions are not viewed as facts
and that actual results during the period or periods covered by such projections and forecasts may
differ from the projected or forecasted results). There is no fact known to any Borrower that
could reasonably be expected to cause a Material Adverse Change that has not been expressly
disclosed herein, in the other Loan Documents or in any other documents, certificates and
statements furnished to Bank for use in connection with the transactions contemplated hereby and by
the other Loan Documents.



     5.13 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation
or warranty is made to any Borrower’s knowledge or awareness, to the “best of” any Borrower’s
knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge,
after reasonable investigation, of the Responsible Officers.



     5.14 Labor Matters. (a) There are no collective bargaining agreements covering the employees
of any Borrower or any of their domestic Subsidiaries, and (b) there is not pending, nor (to the
knowledge of any Borrower) is there threatened, any strike, walkout, slowdown or work stoppage, or
any unfair labor practice complaint or grievance or arbitration proceeding arising out of or under
any collective bargaining agreement covering the employees of any Borrower or any of their
Subsidiaries that, individually or in the aggregate, could reasonable be expected to result in a
Material Adverse Change. The hours worked and payments made to employees of Borrowers



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and their domestic Subsidiaries have not been in violation in any material respect of the Fair
Labor Standards Act or any other applicable law dealing with such matters.




     6 AFFIRMATIVE COVENANTS



     Each Borrower shall, and each Borrower shall cause its Subsidiaries to, do all of the following:



     6.1 Government Compliance.



          (a) Maintain its and all its Subsidiaries’ legal existence and good standing in their
respective jurisdictions of formation and maintain qualification in each jurisdiction in which the
failure to so qualify would reasonably be expected to cause a Material Adverse Change in such
Borrower’s business or operations. Each Borrower shall comply, and have each Subsidiary comply,
with all laws, ordinances and regulations to which it is subject, noncompliance with which could to
cause a Material Adverse Change in such Borrower’s business.




          (b) Obtain all of the Governmental Approvals necessary for the performance by each Borrower of
its obligations under the Loan Documents to which it is a party and the grant of a security
interest to Bank in all of its property, except to the extent that failure to obtain such
Governmental Approvals could not, in the aggregate, reasonably be expected to cause a Material
Adverse Change. Upon request by Bank, each Borrower shall promptly provide copies of any such
obtained Governmental Approvals to Bank.




     6.2 Financial Statements, Reports, Certificates. Deliver to Bank:



          (a) Quarterly Financial Statements. As soon as available, but no later than
forty-five (45) days after the last day of each of the first three quarters of Parent’s fiscal
year, a company prepared consolidated financial statements prepared under GAAP (or IFRS, if
applicable), consistently applied, certified by a Responsible Officer and in a form acceptable to
Bank;




          (b) Annual Audited Financial Statements. As soon as available, but no later than
ninety (90) days after the last day of Parent’s fiscal year, audited consolidated financial
statements prepared under GAAP (or IFRS, if applicable), consistently applied, together with an
unqualified opinion on the financial statements from an independent certified public accounting
firm acceptable to Bank in its reasonable discretion;




          (c) Compliance Certificates. Concurrently with the delivery of any financial
statements pursuant to clauses (a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer, certifying that as of the end of such period, each Borrower was in full
compliance with all of the terms and conditions of this Agreement, and setting forth calculations
showing compliance with the financial covenants set forth in this Agreement and such other
information as Bank shall reasonably request;




          (d) Other Statements. Within five (5) days of delivery, copies of all statements,
reports and notices made available to each Borrower’s security holders or to any holders of
Subordinated Debt;




          (e) SEC Filings. Within five (5) days of filing, copies of all periodic and other
reports, proxy statements and other materials filed by any Borrower with the SEC, any Governmental
Authority succeeding to any or all of the functions of the SEC or with any national securities
exchange, or distributed to its shareholders, as the case may be. Documents required to be
delivered pursuant to the terms hereof (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed
to have been delivered on the date on which Borrower posts such documents, or provides a link
thereto, on Borrowers’ website on the Internet at Borrowers’ website address;




     As to any information contained in the materials furnished pursuant to this clause (e), each
Borrower shall not be required separately to furnish such information under clauses (a), (b) and
(d), but the foregoing shall not be in derogation of the obligation of such Borrower to furnish the
information and materials described in such clauses (a), (b) and (d) at the times specified
therein; provided, that such Borrower shall provide paper copies to Bank of the Compliance
Certificates required by Section 6.2(c);



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          (f) Annual Financial Projections. Within 45 days after the end of each fiscal year,
annual financial projections for the following fiscal year (on a quarterly basis), together with
any related business forecasts used in the preparation of such annual financial projections;




          (g) Legal Action Notice. A prompt report of any legal actions pending or threatened
in writing against any Borrower or any of its Subsidiaries that could result in damages or costs to
such Borrower or any of its Subsidiaries of, individually or in the aggregate, One Million Dollars
($1,000,000) or more; and




          (h) Other Financial Information. Budgets, sales projections, operating plans and
other financial information reasonably requested by Bank.




     6.3 Inventory; Returns. Except for obsolete goods or excess material related to Inventory
that will not be marketed for sale, keep all Inventory in all material respects in good and
marketable condition and free from material defects. Returns and allowances between any Borrower
and its Account Debtors shall follow such Borrower’s customary practices as they exist at the
Effective Date. Each Borrower must promptly notify Bank of all returns, recoveries, disputes and
claims that involve more than Five Million Dollars ($5,000,000). Each Borrower and its
Subsidiaries shall maintain all Inventory in a manner consistent with the locations and processes
described in the Perfection Certificates.



     6.4 Taxes; Pensions; Withholding. Timely file, and require each of its Subsidiaries to timely
file, all material tax returns and reports that are required to be filed and timely pay, and
require each of its Subsidiaries to timely pay, all material foreign, federal, state and local
taxes, assessments, deposits and contributions owed by Borrowers and each of their Subsidiaries,
except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and
shall deliver to Bank, on demand, evidence of such payments, and pay all amounts necessary to fund
all present pension, profit sharing and deferred compensation plans in accordance with their terms.



          In the event any payments are received by Bank from Singapore Borrower pursuant to this
Agreement, such payments will be made subject to applicable withholding for any taxes, levies,
fees, deductions, withholding, restrictions or conditions of any nature whatsoever.
Notwithstanding the foregoing, if at any time any Governmental Authority, applicable law,
regulation or international agreement requires Singapore Borrower to make any such deduction or
withholding from any such payment or other sum payable hereunder to Bank, the amount due from
Singapore Borrower with respect to such payment or other sum payable hereunder will be increased to
the extent necessary to ensure that, after the making of such required deduction or withholding,
Bank receives a net sum equal to the sum which it would have received had no deductions or
withholding been required, and Singapore Borrower shall pay the full amount deducted or withheld to
the relevant Governmental Authority. Singapore Borrower shall promptly furnish Bank with proof
satisfactory to Bank indicating that Singapore Borrower has made such withholding payment;
provided, however, that Singapore Borrower need not make any withholding payment if the amount or
validity of such withholding payment is contested in good faith by appropriate proceedings and as
to which payment in full is bonded or reserved against by Singapore Borrower. The agreements and
obligations of Singapore Borrower contained in this provision shall survive the termination of this
Agreement.




     6.5 Insurance. Keep its business and the Collateral insured for risks and in amounts standard
for companies in Borrowers’ industry and location and as Bank may reasonably request. Insurance
policies shall be in a form, with companies, and in amounts that are satisfactory to Bank. All
property policies shall have a loss payable endorsement showing Bank as a loss payee and waive
subrogation against Bank. All liability policies shall show, or have endorsements showing, Bank as
an additional insured. All policies (or the loss payable and additional insured endorsements)
shall provide that the insurer shall give Bank at least twenty (20) days notice before canceling,
amending, or declining to renew its policy. At Bank’s request, Borrowers shall deliver certified
copies of policies and evidence of all premium payments. Proceeds payable under any policy shall
be payable to Bank and applied as set forth in Section 2.5(b). If Borrowers fail to obtain
insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of
payment to third persons and Bank, Bank may make all or part of such payment or obtain such
insurance policies required in this Section 6.5, and take any action under the policies Bank deems
prudent. Anything hereinabove to the contrary notwithstanding, and so long as (x) no Event of
Default has occurred and is continuing and (y) Borrowers use such insurance proceeds to repair,
replace or restore the insured property which was the subject of the insurable loss and for no
other purpose, Bank shall permit Borrowers to



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receive insurance proceeds during any calendar year under insurance policies procured and
maintained by Borrowers which insure Borrowers’ insurable properties to the extent such insurance
proceeds do not exceed One Million Dollars ($1,000,000) in the aggregate during such calendar year
or Five Hundred Thousand Dollars ($500,000) per occurrence.




     6.6 Operating Accounts.



          (a) No later than one hundred twenty (120) days following the Effective Date, maintain all of
its primary and its Subsidiaries’ primary domestic operating and other deposit accounts with Bank;
provided that Borrowers shall not be required to maintain with Bank (x) any deposit account related
to accounts payable services which are maintained with Bank of America, N.A. as of the Effective
Date and (y) such other accounts as agreed between Bank and Borrowers, so long as the aggregate
amount of all such accounts under these clauses (x) and (y) does not exceed $5,000,000.




          (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account
at or with any domestic bank or financial institution other than Bank or Bank’s Affiliates. For
each domestic Collateral Account that Borrowers at any time maintain, Borrowers shall cause the
applicable bank or financial institution (other than Bank) at or with which any domestic Collateral
Account is maintained to execute and deliver a Control Agreement or other appropriate instrument
with respect to such domestic Collateral Account to perfect Bank’s Lien in such domestic Collateral
Account in accordance with the terms hereunder which Control Agreement may not be terminated
without the prior written consent of Bank; provided that Borrowers shall not be required to deliver
a Control Agreement for any Collateral Account which is (x) any deposit account related to accounts
payable services which are maintained with Bank of America, N.A. as of the Effective Date and (y)
such other accounts as agreed between Bank and Borrowers, so long as the aggregate amount of all
such accounts under these clauses (x) and (y) does not exceed $5,000,000; provided, further, that
Borrowers shall be permitted to maintain cash in excess of $5,000,000 in accounts maintained with
Bank of America, N.A. (i) on the Effective Date and (ii) during the two (2) business days
immediately following the Effective Date. The provisions of the previous sentence shall not apply
to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit
payments to or for the benefit of Borrowers’ employees and identified to Bank by Borrowers as such.




     6.7 Financial Covenants. Maintain as of the last day of each fiscal quarter, unless otherwise
noted, on a consolidated basis with respect to Parent and its Subsidiaries:



          (a) Liquidity Coverage. A ratio of (i) unrestricted domestic cash and Cash Equivalents
plus (ii) domestic short-term and long-term marketable securities to the aggregate amount of
Liquidity Obligations outstanding as of the last day of each fiscal quarter of not less than
2.50:1.00.




          (b) EBITDA. Maintain, measured as of the end of each fiscal quarter during the
following periods, EBITDA of at least the following:




	 	 	 	 	 
	Period	 	Minimum EBITDA
	Fiscal Quarter ending October 1, 2010

	 	 	($18,000,000)
	 
	 	 	 	 
	Fiscal Quarter ending December 31, 2010

	 	 	($10,500,000)
	 
	 	 	 	 
	Fiscal Quarter ending April 1, 2011

	 	 	($7,000,000)
	 
	 	 	 	 
	Fiscal Quarter ending July 1, 2011

	 	 	($2,500,000)
	 
	 	 	 	 
	Each Fiscal Quarter thereafter

	 	 	$	1,000,000






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     6.8 Notices. Promptly give notice to Bank of:



          (a) the occurrence of any Default or Event of Default;




          (b) any default or event of default under any Material Contract;




          (c) any litigation or proceeding affecting any Borrower (i) in which the amount involved is
One Million Dollars ($1,000,000) or more and not covered by insurance, (ii) in which injunctive or
similar relief is sought or (iii) which relates to any Loan Document;




          (d) the following events, as soon as possible and in any event within 30 days after any
Borrower knows or has reason to know thereof, if such events have had or could reasonably be
expected to cause a Material Adverse Change: (i) the occurrence of any Reportable Event with
respect to any Plan, a failure to make any required contribution to a Plan, the creation of any
Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination (but not partial
termination), Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of
proceedings or the taking of any other action by the PBGC or any Borrower or any domestic
Subsidiary of a Borrower or any Multiemployer Plan with respect to the withdrawal from, or the
termination, Reorganization or Insolvency of, any Plan; and




          (e) any development or event that has had or could reasonably be expected to cause a Material
Adverse Change.



Each notice pursuant to this Section 6.8 shall be accompanied by a statement of a Responsible
Officer setting forth details of the occurrence referred to therein and stating what action the
relevant Borrower proposes to take with respect thereto.




     6.9 Litigation Cooperation. From the date hereof and continuing through the termination of
this Agreement, make available to Bank, without expense to Bank, each Borrower and its officers,
employees and agents and Borrowers’ Books and records, to the extent that Bank may deem them
reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or
against Bank with respect to any Collateral or relating to Borrowers.



     6.10 Maintenance of Properties. Maintain and preserve all of its assets that are necessary or
useful in the proper conduct of its business in good working order and condition, ordinary wear,
tear, and casualty excepted and any disposition permitted hereunder excepted, and comply with the
material provisions of all material leases to which it is a party as lessee, so as to prevent the
loss or forfeiture thereof.



     6.11 Additional Guarantors. Promptly notify Bank at the time that any Person becomes a
Material Subsidiary, and promptly thereafter (and in any event within 30 days), cause such Person
to (a) become a Guarantor by executing and delivering to Bank an executed Guaranty or such other
document as Bank shall deem appropriate for such purpose, and (b) deliver to Bank documents of the
types referred to in Sections 3.1(c) and 3.1(j) and such other documents as Bank shall deem
appropriate, all in form, content and scope reasonably satisfactory to Bank.



     6.12 Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times,
on one (1) Business Day’s notice (provided no notice is required if an Event of Default has
occurred and is continuing), to inspect the Collateral and audit and copy Borrowers’ Books. Such
inspections or audits shall be conducted no more often than once every twelve (12) months unless an
Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at
Borrowers’ expense, and the charge therefor shall be $850 per person per day (or such higher amount
as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket
expenses.



     6.13 Formation or Acquisition of Subsidiaries. At the time that any Borrower or any Guarantor
forms any direct or indirect Material Subsidiary or acquires any direct or indirect Material
Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Material
Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Material Subsidiary to
become a co-borrower hereunder (or Guaranty,



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as applicable), together with such appropriate financing statements and/or Control Agreements,
all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first
priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired
Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements,
pledging all of the direct or beneficial ownership interest in such new Material Subsidiary, in
form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form
and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank,
which in its opinion is appropriate with respect to the execution and delivery of the applicable
documentation referred to above. Any document, agreement, or instrument executed or issued
pursuant to this Section 6.13 shall be a Loan Document.




     6.14 Further Assurances. Execute any further instruments and take further action as Bank
reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes
of this Agreement. Deliver to Bank, within five (5) days after the same are sent or received,
copies of all correspondence, reports, documents and other filings with any Governmental Authority
regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that
could reasonably be expected to have a material effect on any of the Governmental Approvals or
otherwise on the operations of each Borrower or any of its Subsidiaries. Promptly deliver to Bank,
any revised Aviat Investment Policy.



     7 NEGATIVE COVENANTS



     No Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, do any of the
following without Bank’s prior written consent:



     7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of
(collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its
business or property, except for:



          (a) Transfers in the ordinary course of business for reasonably equivalent consideration;




          (b) Transfers to any Borrower or any of its Subsidiaries from any other Borrower or any of its
Subsidiaries;




          (c) Transfers of property to the extent such property is exchanged for credit against, or
proceeds are promptly applied to, the purchase price of other property used or useful in the
business of Borrowers or their Subsidiaries;




          (d) Transfers constituting non-exclusive licenses and similar arrangements for the use of the
property of Borrowers or their Subsidiaries in the ordinary course of business and other
non-perpetual licenses that could not result in a legal transfer of title of the licensed property
but that may be exclusive in respects other than territory and that may be exclusive as to
territory only as to discreet geographical areas outside of the United States;




          (e) Transfers otherwise expressly permitted by the Loan Documents;




          (f) sales or discounting of delinquent accounts in the ordinary course of business;




          (g) Transfers associated with the making or disposition of a Permitted Investment;




          (h) Transfers of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business;




          (i) Transfers consisting of discounting of customer letters of credit on a non-recourse basis;




          (j) Transfers in connection with an acquisition permitted hereunder of a portion of a Person’s
assets or rights acquired for reasonably equivalent consideration that otherwise complies with
Section 7.3; and




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          (k) Transfers by any Borrower and its Subsidiaries not otherwise permitted under this Section
7.1; provided that (i) at the time of such Transfer, no Event of Default has occurred or is
continuing or would result from such Transfer and (ii) the aggregate book value of all property
Transferred in reliance on this clause (k) in any fiscal year shall not exceed Two Million Dollars
($2,000,000).




     7.2 Changes in Business; Change in Control; Jurisdiction of Formation. Engage in any material
line of business other than those lines of business conducted by Borrowers and their Subsidiaries
on the date hereof and any businesses reasonably related, complementary or incidental thereto or
reasonable extensions thereof; or permit or suffer any Change in Control. Each Borrower will not,
without prior written notice to Bank: (a) change its jurisdiction of organization, (b) change its
organizational structure or type, (c) change its legal name, (d) change any organizational number
(if any) assigned by its jurisdiction of organization, or (e) add any new offices or business
locations where Borrowers maintain assets in excess of Five Hundred Thousand Dollars ($500,000).



     7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge
or consolidate, with any Person, or acquire, or permit any of its Subsidiaries to acquire, all or
substantially all of the capital stock or property of a Person, except where no Event of Default
has occurred and is continuing or would result from such action during the term of this Agreement:



          (a) any Subsidiary may merge or consolidate with (i) any Borrower; provided that such Borrower
is the surviving entity, and (ii) one or more other Subsidiaries;




          (b) any Borrower or any Subsidiary may acquire, all or substantially all of the capital stock
or property of another Subsidiary; or




          (c) such merger, consolidation or acquisition is a Transfer otherwise permitted pursuant to
Section 7.1.




     7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any
Subsidiary to do so, other than Permitted Indebtedness.



     7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign
or convey any right to receive income, including the sale of any Accounts, or permit any of its
Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the
first priority security interest granted herein, or enter into any agreement, document, instrument
or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly
prohibits or has the effect of prohibiting any Borrower or any Subsidiary from assigning,
mortgaging, pledging, granting a security interest in or upon, or encumbering any of the Collateral
or any of such Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise
permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.



     7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to
the terms of Section 6.6(b) hereof.



     7.7 Distributions; Investments. Except as permitted under Section 7.3, (a) pay any dividends
or make any distribution or payment or redeem, retire or purchase any capital stock other than
Permitted Distributions; or (b) directly or indirectly acquire or own any Person, or make any
Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do
so.



     7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any
material transaction with any Affiliate of Borrowers, except for (a) transactions that are in the
ordinary course of Borrowers’ business, upon fair and reasonable terms (when viewed in the context
of any series of transactions of which it may be a part, if applicable) that are no less favorable
to Borrowers than would be obtained in an arm’s length transaction with a non-affiliated Person; or
(b) transactions among any Borrower and its Subsidiaries and among Borrowers’ Subsidiaries so long
as no Event of Default exists or could result therefrom.




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     7.9 Subordinated Debt. Make or permit any payment on or amendments of any Subordinated
Debt, except (a) payments pursuant to the terms of the Subordinated Debt; (b) payments made with
Borrowers’ capital stock or other Subordinated Debt; or (c) amendments to Subordinated Debt so long
as such Subordinated Debt remains subordinated in right of payment to this Agreement and any Liens
securing such Subordinated Debt remain subordinate in priority to Bank’s Lien hereunder to the same
extent as originally contemplated by Bank.



     7.10 Compliance. Become an “investment company” or a company controlled by an “investment
company”, under the Investment Company Act of 1940, as amended, or undertake as one of its
important activities extending credit to purchase or carry margin stock (as defined in Regulation U
of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit
Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a
Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the
Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could
reasonably be expected to cause a Material Adverse Change in Borrowers’ business, or permit any of
their Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in,
permit partial or complete termination of, or permit the occurrence of any other event with respect
to, any present pension, profit sharing and deferred compensation plan which could reasonably be
expected to result in any liability of any Borrower, including any liability to the PBGC or its
successors or any other governmental agency.



     8 EVENTS OF DEFAULT



     Any one of the following shall constitute an event of default (an “Event of Default”) under
this Agreement:



     8.1 Payment Default. Any Borrower fails to (a) make any payment of principal or interest on
any Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business
Days after such Obligations are due and payable (which three (3) Business Day cure period shall not
apply to payments due on the Revolving Line Maturity Date). During the cure period, the failure to
make or pay any payment specified under clause (a) or (b) hereunder is not an Event of Default (but
no Credit Extension will be made during the cure period);



     8.2 Covenant Default.



          (a) Any Borrower fails or neglects to perform any obligation in Sections 3.3(b), 3.3(c), 6.2,
6.4, 6.5, 6.6, 6.7, 6.8, 6.12, 6.13 or violates any covenant in Section 7; or




          (b) Any Borrower fails or neglects to perform, keep, or observe any other term, provision,
condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any
default (other than those specified in this Section 8) under such other term, provision, condition,
covenant or agreement that can be cured, has failed to cure the default within thirty (30) days
after the occurrence thereof. The cure period provided under this section shall not apply, among
other things, to financial covenants or any other covenants set forth in clause (a) above;




     8.3 Material Adverse Change. A Material Adverse Change occurs;



     8.4 Attachment; Levy; Restraint on Business.



          (a) (i) The service of process seeking to attach, by trustee or similar process, any funds of
any Borrower or of any entity under the control of any Borrower (including a Subsidiary) on deposit
or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed
against any of Borrowers’ material assets by any government agency, and the same under subclauses
(i) and (ii) hereof are not, within thirty (30) days after the occurrence thereof, discharged or
stayed (whether through the posting of a bond or otherwise); provided, however, that no Credit
Extensions shall be made during any thirty (30) day cure period; or




          (b) (i) any material portion of Borrowers’ assets is attached, seized, levied on, or comes
into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents
Borrower from conducting any material part of its business;







-21-









 








     8.5 Insolvency. (a) any Borrower is unable to pay its debts (including trade debts) as they
become due or otherwise becomes insolvent; (b) any Borrower begins an Insolvency Proceeding; or (c)
an Insolvency Proceeding is begun against any Borrower and not dismissed or stayed within thirty
(30) days (but no Credit Extensions shall be made while of any of the conditions described in
clause (a) exist and/or until any Insolvency Proceeding is dismissed);



     8.6 Other Agreements. If (a) any Borrower fails to (i) make any payment that is due and
payable with respect to any Material Indebtedness and such failure continues after the applicable
grace or notice period, if any, specified in the agreement or instrument relating thereto, or (ii)
perform or observe any other condition or covenant, or any other event shall occur or condition
exist under any agreement or instrument relating to any Material Indebtedness, and such failure
continues after the applicable grace or notice period, if any, specified in the agreement or
instrument relating thereto and the effect of such failure, event or condition is to cause, or to
permit (whether or not exercised), the holder or holders of such Material Indebtedness to
accelerate the maturity of such Material Indebtedness or cause, or permit (whether or not
exercised), the mandatory repurchase of any Material Indebtedness; or (b) there is a default in any
Material Contract that could cause a Material Adverse Change in Borrowers’ business;



     8.7 Judgments. One or more final judgments, orders, or decrees for the payment of money in an
amount, individually or in the aggregate, of at least Five Million Dollars ($5,000,000) (not
covered by independent third-party insurance as to which liability has been accepted by such
insurance carrier) shall be rendered against any Borrower and the same are not, within thirty (30)
days after the entry thereof, discharged or execution thereof stayed or bonded pending appeal, or
such judgments are not discharged prior to the expiration of any such stay (provided that no Credit
Extensions will be made prior to the discharge, stay, or bonding of such judgment, order, or
decree);



     8.8 Misrepresentations. Any Borrower or any Person acting for any Borrower makes any
representation, warranty, or other statement now or later in this Agreement, any Loan Document or
in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document,
and such representation, warranty, or other statement is incorrect in any material respect when
made;



     8.9 Subordinated Debt. Any document, instrument, or agreement evidencing any Subordinated
Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and
effect, any Person shall be in breach thereof or contest in any manner the validity or
enforceability thereof or deny that it has any further liability or obligation thereunder, or the
Obligations shall for any reason be subordinated or shall not have the priority contemplated by
this Agreement;



     8.10 Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any reason to be
in full force and effect; (b) any Guarantor does not perform any obligation or covenant under any
guaranty of the Obligations; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.6, 8.7, or
8.8 occurs with respect to any Guarantor, (d) the liquidation, winding up, or termination of
existence of any Guarantor; or (e)(i) a material impairment in the perfection or priority of Bank’s
Lien in the collateral provided by Guarantor or in the value of such collateral or (ii) a material
adverse change in the general affairs, management, results of operation, condition (financial or
otherwise) or the prospect of repayment of the Obligations occurs with respect to any Guarantor;



     8.11 Governmental Approvals. Any Governmental Approval shall have been (a) revoked,
rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a
full term or (b) subject to any decision by a Governmental Authority that designates a hearing with
respect to any applications for renewal of any of such Governmental Approval or that could result
in the Governmental Authority taking any of the actions described in clause (a) above, and such
decision or such revocation, rescission, suspension, modification or non-renewal described in
clauses (a) and (b) above, (i) has, or could reasonably be expected to have, a Material Adverse
Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries
to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission,
suspension, modification or non-renewal could reasonably be expected to affect the status of or
legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in
any other jurisdiction.



     8.12 ERISA. (a) Any Person shall engage in any “prohibited transaction” (as defined in
Section 406 of ERISA or Section 4975 of the IRC) involving any Plan, (b) any “accumulated funding
deficiency” (as defined in



-22-









 




Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien
in favor of the PBGC or a Plan shall arise on the assets of any Borrower or their Subsidiaries, (c)
a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee
appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer
Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the
reasonable opinion of Bank, likely to result in the termination of such Plan for purposes of Title
IV of ERISA, (d) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (e)
any Borrower or any of their Subsidiaries shall, or in the reasonable opinion of Bank is likely to,
incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (f) any other event or condition shall occur or exist with respect to a Plan;
and in each case in clauses (a) through (e) above, such event or condition, together with all other
such events or conditions, if any, could, in the sole judgment of Bank, reasonably be expected to
cause a Material Adverse Change.




     8.13 Declared Company. Any Borrower is declared to be a company to which Part IX of the
Singapore Companies Act applies.



     9 BANK’S RIGHTS AND REMEDIES



     9.1 Rights and Remedies. While an Event of Default occurs and continues Bank may, without
notice or demand, do any or all of the following:



          (a) declare all Obligations immediately due and payable (but if an Event of Default described
in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank);




          (b) stop advancing money or extending credit for Borrowers’ benefit under this Agreement or
under any other agreement between Borrowers and Bank;




          (c) (i) demand that US Borrowers (A) deposit cash with Bank in an amount equal to (x) 105% (or
such other amount Bank deems appropriate in its sole discretion and Bank shall provide Borrowers
notice of such amount) of the face amount for all Letters of Credit denominated in Dollars and
remaining undrawn and (y) 110% (or such other amount Bank deems appropriate in its sole discretion
and Bank shall provide Borrowers notice of such amount) of the Dollar Equivalent of the face amount
of all Letters of Credit denominated in a Foreign Currency and remaining undrawn, in each case,
plus all interest, fees, and costs due or to become due in connection therewith (as estimated by
Bank in its good faith business judgment), to secure all of the Obligations relating to such
Letters of Credit, as collateral security for the repayment of any future drawings under such
Letters of Credit, and US Borrowers shall forthwith deposit and pay such amounts, and (B) pay in
advance all letter of credit fees scheduled to be paid or payable over the remaining term of any
Letters of Credit; and (ii) demand that Singapore Borrower (A) deposit cash with Bank in an amount
equal to (x) 105% (or such other amount Bank deems appropriate in its sole discretion and Bank
shall provide Borrowers notice of such amount) of the face amount for all Letters of Credit issued
on behalf of Singapore Borrower, denominated in Dollars and remaining undrawn and (y) 110% (or such
other amount Bank deems appropriate in its sole discretion and Bank shall provide Borrowers notice
of such amount) of the Dollar Equivalent of the face amount of all Letters of Credit issued on
behalf of Singapore Borrower, denominated in a Foreign Currency and remaining undrawn, in each
case, plus all interest, fees, and costs due or to become due in connection therewith (as estimated
by Bank in its good faith business judgment), to secure all of Singapore Obligations relating to
such Letters of Credit, as collateral security for the repayment of any future drawings under such
Letters of Credit, and Singapore Borrower shall forthwith deposit and pay such amounts, and (B) pay
in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any
of Singapore Borrower’s Letters of Credit;




          (d) terminate any FX Forward Contracts;




          (e) settle or adjust disputes and claims directly with Account Debtors for amounts on terms
and in any order that Bank considers advisable, notify any Person owing any Borrower money of
Bank’s security interest in such funds, and verify the amount of such account;







-23-









 








          (f) make any payments and do any acts it considers necessary or reasonable to protect the
Collateral and/or its security interest in the Collateral. Borrowers shall assemble the Collateral
if Bank requests and make it available as Bank designates. Bank may enter premises where the
Collateral is located, take and maintain possession of any part of the Collateral, and pay,
purchase, contest, or compromise any Lien which appears to be prior or superior to its security
interest and pay all expenses incurred. Borrowers grant Bank a license to enter and occupy any of
its premises, without charge, to exercise any of Bank’s rights or remedies;




          (g) (i) apply to the Singapore Obligations (A) any balances and deposits any Borrower holds,
or (B) any amount held by Bank owing to or for the credit or the account of any Borrower, and (ii)
apply to the Obligations other than the Singapore Obligations (A) any balances and deposits any US
Borrower holds, or (B) any amount held by Bank owing to or for the credit or the account of any US
Borrower;




          (h) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for
sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or
other right to use, without charge, Borrowers’ labels, patents, copyrights, mask works, rights of
use of any name, trade secrets, trade names, trademarks, and advertising matter, or any similar
property as it pertains to the Collateral, in completing production of, advertising for sale, and
selling any Collateral and, in connection with Bank’s exercise of its rights under this Section,
Borrowers’ rights under all licenses and all franchise agreements inure to Bank’s benefit;




          (i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive
control, any entitlement order, or other directions or instructions pursuant to any Control
Agreement or similar agreements providing control of any Collateral;




          (j) demand and receive possession of Borrowers’ Books; and




          (k) exercise all rights and remedies available to Bank under the Loan Documents or at law or
equity, including all remedies provided under the Code (including disposal of the Collateral
pursuant to the terms thereof).




     9.2 Power of Attorney. Each Borrower hereby irrevocably appoints Bank as its lawful
attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of
Default, to: (a) endorse such Borrower’s name on any checks or other forms of payment or security;
(b) sign such Borrower’s name on any invoice or bill of lading for any Account or drafts against
Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account
Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all
claims under such Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge,
encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based
thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the
Collateral into the name of Bank or a third party as the Code permits. Each Borrower hereby
appoints Bank as its lawful attorney-in-fact to sign such Borrower’s name on any documents
necessary to perfect or continue the perfection of Bank’s security interest in the Collateral
regardless of whether an Event of Default has occurred until all Obligations have been satisfied in
full and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing
appointment as such Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with
an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank’s
obligation to provide Credit Extensions terminates.



     9.3 Protective Payments. If Borrowers fail to obtain the insurance called for by Section 6.5
or fails to pay any premium thereon or fails to pay any other amount which any Borrower is
obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or
make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and
payable, bearing interest at the then highest rate applicable to the Obligations, and secured by
the Collateral. Bank will make reasonable efforts to provide Borrowers with notice of Bank
obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No
payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of
any Event of Default.



     9.4 Application of Payments and Proceeds Upon Default. If an Event of Default has occurred
and is continuing, Bank may apply any funds in its possession, whether from Borrowers account
balances, payments, proceeds realized as the result of any collection of Accounts or other
disposition of the Collateral, or otherwise, to



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the Obligations in such order as Bank shall determine in its sole discretion; provided that
Bank shall not apply any funds of Singapore Borrower to any Obligation of a US Borrower. Any
surplus shall be paid to Borrowers or other Persons legally entitled thereto; Borrowers shall
remain liable to Bank for any deficiency. If Bank, in its good faith business judgment, directly
or indirectly enters into a deferred payment or other credit transaction with any purchaser at any
sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the
Obligations by the principal amount of the purchase price or deferring the reduction of the
Obligations until the actual receipt by Bank of cash therefor.




     9.5 Bank’s Liability for Collateral. So long as Bank complies with reasonable banking
practices regarding the safekeeping of the Collateral in the possession or under the control of
Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any
loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act
or default of any carrier, warehouseman, bailee, or other Person. Borrowers bear all risk of loss,
damage or destruction of the Collateral.



     9.6 No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require strict
performance by Borrowers of any provision of this Agreement or any other Loan Document shall not
waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance
herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting
the waiver and then is only effective for the specific instance and purpose for which it is given.
Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank
has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one
right or remedy is not an election and shall not preclude Bank from exercising any other remedy
under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event
of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver,
election, or acquiescence.



     9.7 Demand Waiver. Each Borrower waives demand, notice of default or dishonor, notice of
payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise,
settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and
guarantees held by Bank on which each Borrower is liable.



     9.8 Agent for the US Borrowers. Each US Borrower hereby irrevocably appoints Parent as the
borrowing agent and attorney-in-fact for all the US Borrowers (the “Administrative Borrower”) which
appointment shall remain in full force and effect unless and until Bank shall have received prior
written notice signed by each US Borrower that such appointment has been revoked and that another
US Borrower has been appointed Administrative Borrower. Each US Borrower hereby irrevocably
appoints and authorizes the Administrative Borrower (a) to provide Bank with all notices with
respect to Credit Extensions obtained for the benefit of any Borrower and all other notices and
instructions under this Agreement and (b) to take such action as the Administrative Borrower deems
appropriate on its behalf to obtain Credit Extensions and to exercise such other powers as are
reasonably incidental thereto to carry out the purposes of this Agreement. To induce Bank to do
so, and in consideration thereof, each US Borrower hereby jointly and severally agrees to indemnify
Bank and hold Bank harmless against any and all liability, expense, loss or claim of damage or
injury, made against Bank by any US Borrower or by any third party whosoever, arising from or
incurred by reason of Bank’s relying on any instructions of the Administrative Borrower.



     9.9 Borrower Liability. Each Borrower hereunder shall be jointly and severally obligated to
repay all Singapore Advances made hereunder, regardless of which Borrower actually receives said
Advance, as if each Borrower hereunder directly received all Singapore Advances. Each US Borrower
hereunder shall be jointly and severally obligated to repay all Advances made hereunder, regardless
of which Borrower actually receives said Advance, as if each US Borrower hereunder directly
received all Advances. Each Borrower waives (a) any suretyship defenses available to it under the
Code or any other applicable law, including, without limitation, the benefit of California Civil
Code Section 2815 permitting revocation as to future transactions and the benefit of California
Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433,
and (b) any right to require Bank to: (i) proceed against any Borrower or any other person; (ii)
proceed against or exhaust any security; or (iii) pursue any other remedy. Bank may exercise or
not exercise any right or remedy it has against any Borrower or any security it holds (including
the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s
liability. Notwithstanding any other provision of this Agreement or other related



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document, each Borrower irrevocably waives all rights that it may have at law or in equity
(including, without limitation, any law subrogating such Borrower to the rights of Bank under this
Agreement) to seek contribution, indemnification or any other form of reimbursement from any other
Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the
Obligations, for any payment made by such Borrower with respect to the Obligations in connection
with this Agreement or otherwise and all rights that it might have to benefit from, or to
participate in, any security for the Obligations as a result of any payment made by such Borrower
with respect to the Obligations in connection with this Agreement or otherwise. Any agreement
providing for indemnification, reimbursement or any other arrangement prohibited under this Section
9.9 shall be null and void. If any payment is made to a Borrower in contravention of this Section
9.9, such Borrower shall hold such payment in trust for Bank and such payment shall be promptly
delivered to Bank for application to the Obligations, whether matured or unmatured.
Notwithstanding anything to the contrary set forth herein or in any other Loan Document, in no
event shall Singapore Borrower be deemed to be a guarantor of, surety in respect of, or otherwise,
directly or indirectly, liable for the payment of any Obligations of the US Borrowers.




     9.10 Integrated Group. The successful operation of each Borrower is dependent on the
continued successful performance of the integrated group of Borrowers, such that each Borrower will
benefit from any Credit Extensions Bank makes to another Borrower.



     10 NOTICES



     All notices, consents, requests, approvals, demands, or other communication by any party to
this Agreement or any other Loan Document must be in writing and shall be deemed to have been
validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business
Days after deposit in the U.S. mail, first class, registered or certified mail return receipt
requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or
facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier
with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall
be addressed to the party to be notified and sent to the address, facsimile number, or email
address indicated below. Bank or Borrowers may change its mailing or electronic mail address or
facsimile number by giving the other party written notice thereof in accordance with the terms of
this Section 10.



	 	 	 	 	 

	 

	 	If to any Borrower:
	 	Aviat Networks, Inc.

5200 Great America Parkway

Santa Clara, CA 95054

Attn: Carol A. Goudey

Fax: (408) 567-2113

Email: carol.goudey@aviatnet.com
	 
	 	 	 	 
	 

	 	If to Bank:
	 	Silicon Valley Bank

2400 Hanover Street

Palo Alto, CA 94304

Attn: Ray Aguilar

Fax: (650) 320-0016

Email: raguilar@svb.com
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Bingham McCutchen LLP

1900 University Avenue

East Palo Alto, CA 94303-2223

Attn: Pamela J. Martinson

Fax: (650) 849-4800







     11 CHOICE OF LAW, VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE



     California law governs the Loan Documents without regard to principles of conflicts of law.
Each Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in
Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed
to operate to preclude Bank from



-26-









 




bringing suit or taking other legal action in any other jurisdiction to realize on the
Collateral or any other security for the Obligations, or to enforce a judgment or other court order
in favor of Bank. Each Borrower expressly submits and consents in advance to such jurisdiction in
any action or suit commenced in any such court, and each Borrower hereby waives any objection that
it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and
hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such
court. Each Borrower hereby waives personal service of the summons, complaints, and other process
issued in such action or suit and agrees that service of such summons, complaints, and other
process may be made by registered or certified mail addressed to such Borrower at the address set
forth in, or subsequently provided by Borrowers in accordance with, Section 10 of this Agreement
and that service so made shall be deemed completed upon the earlier to occur of Borrowers’ actual
receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.




     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER AND BANK EACH WAIVE THEIR
RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT,
THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND
ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS
AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.



     WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT
TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the
parties hereto agree that any and all disputes or controversies of any nature between them arising
at any time shall be decided by a reference to a private judge, mutually selected by the parties
(or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior
Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to
comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the
federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby
submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to
and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1,
inclusive. The private judge shall have the power, among others, to grant provisional relief,
including without limitation, entering temporary restraining orders, issuing preliminary and
permanent injunctions and appointing receivers. All such proceedings shall be closed to the public
and confidential and all records relating thereto shall be permanently sealed. If during the
course of any dispute, a party desires to seek provisional relief, but a judge has not been
appointed at that point pursuant to the judicial reference procedures, then such party may apply to
the Santa Clara County, California Superior Court for such relief. The proceeding before the
private judge shall be conducted in the same manner as it would be before a court under the rules
of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which
shall be conducted in the same manner as it would be before a court under the rules of discovery
applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all
discovery rules and orders applicable to judicial proceedings in the same manner as a trial court
judge. The parties agree that the selected or appointed private judge shall have the power to
decide all issues in the action or proceeding, whether of fact or of law, and shall report a
statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in
this paragraph shall limit the right of any party at any time to exercise self-help remedies,
foreclose against collateral, or obtain provisional remedies. The private judge shall also
determine all issues relating to the applicability, interpretation, and enforceability of this
paragraph.



     If a judgment or order is rendered by any court, tribunal, arbitration panel, or private judge
for the payment of any amounts owing to Bank under any Loan Document or for the payment of damages
in respect of any breach of any Loan Document or any provision or term thereof and such judgment or
order is expressed in currency (the “Judgment Currency”) other than Dollars, Borrowers agree,
notwithstanding any such judgment or order, to indemnify and hold harmless the Bank against any
deficiency in Dollars in the amounts received by Bank arising or resulting from any variation
between (i) the rate of exchange at which Dollars are converted into the Judgment Currency for the
purpose of the judgment or order, and (ii) the Dollar Equivalent of the amount of the Judgment
Currency actually received by Bank. The indemnity in this paragraph constitutes a joint and
several obligation of Borrowers which is separate and independent from Borrowers’ other obligations
under this Agreement. The indemnity in this paragraph shall apply irrespective of any waiver,
forbearance, amendment, action, inaction, delay, failure to require performance, course of conduct,
or other indulgence granted by Bank. Bank shall not be required to provide any proof or evidence
of any actual loss.



-27-









 





     12 GENERAL PROVISIONS



     12.1 Successors and Assigns. This Agreement binds and is for the benefit of the successors
and permitted assigns of each party. Borrowers may not assign this Agreement or any rights or
obligations under it without Bank’s prior written consent (which may be granted or withheld in
Bank’s discretion). Bank has the right, without the consent of or notice to Borrowers, to sell,
transfer, assign, negotiate, or grant participation in all or any part of, or any interest in,
Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents.



     12.2 Indemnification. Each Borrower agrees to indemnify, defend and hold Bank and its
directors, officers, employees, agents, attorneys, or any other Person affiliated with or
representing Bank (each, an “Indemnified Person”) harmless against: (a) all obligations, demands,
damages, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in
connection with the transactions contemplated by the Loan Documents; and (b) all losses or expenses
(including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a
result of, following from, consequential to, or arising from transactions between Bank and
Borrowers contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses),
except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or
willful misconduct.



     12.3 Time of Essence. Time is of the essence for the performance of all Obligations in this
Agreement.



     12.4 Severability of Provisions. Each provision of this Agreement is severable from every
other provision in determining the enforceability of any provision.



     12.5 Correction of Loan Documents. Bank may correct patent errors and fill in any blanks in
the Loan Documents consistent with the agreement of the parties.



     12.6 Amendments in Writing; Waiver; Integration. No purported amendment or modification of
any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document,
shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing
signed by the party against which enforcement or admission is sought. Without limiting the
generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure
to require performance or course of conduct shall operate as, or evidence, an amendment, supplement
or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to
the specific circumstance expressly described in it, and shall not apply to any subsequent or other
circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or
commitment to grant any further waiver. The Loan Documents represent the entire agreement about
this subject matter and supersede prior negotiations or agreements. All prior agreements,
understandings, representations, warranties, and negotiations between the parties about the subject
matter of the Loan Documents merge into the Loan Documents.



     12.7 Counterparts. This Agreement may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when executed and delivered, is an
original, and all taken together, constitute one Agreement.



     12.8 Survival. All covenants, representations and warranties made in this Agreement continue
in full force until this Agreement has terminated pursuant to its terms and all Obligations (other
than inchoate indemnity obligations and any other obligations which, by their terms, are to survive
the termination of this Agreement) have been paid in full and satisfied. The obligation of
Borrowers in Section 12.2 to indemnify Bank shall survive until the statute of limitations with
respect to such claim or cause of action shall have run.



     12.9 Confidentiality. In handling any confidential information, Bank shall exercise the same
degree of care that it exercises for its own proprietary information, but disclosure of information
may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together
with Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers of any
interest in the Credit Extensions (provided, however, Bank shall



-28-









 




use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms
of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s
regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank
considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party
service providers of Bank so long as such service providers have executed a confidentiality
agreement with Bank with terms no less restrictive than those contained herein. Confidential
information does not include information that is either: (i) in the public domain or in Bank’s
possession when disclosed to Bank, or becomes part of the public domain after disclosure to Bank;
or (ii) disclosed to Bank by a third party if Bank does not know that the third party is prohibited
from disclosing the information.




     Bank Entities may use the confidential information for reporting purposes and the development
and distribution of databases and market analyses so long as such confidential information is
aggregated and anonymized prior to distribution unless otherwise expressly prohibited by Borrowers.
The provisions of the immediately preceding sentence shall survive the termination of this
Agreement.



     12.10 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrowers and
Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to
recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any
other relief to which it may be entitled.



     12.11 Electronic Execution of Documents. The words “execution,” “signed,” “signature” and
words of like import in any Loan Document shall be deemed to include electronic signatures or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity
and enforceability as a manually executed signature or the use of a paper-based recordkeeping
systems, as the case may be, to the extent and as provided for in any applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act.



     12.12 Captions. The headings used in this Agreement are for convenience only and shall not
affect the interpretation of this Agreement.



     12.13 Construction of Agreement. The parties mutually acknowledge that they and their
attorneys have participated in the preparation and negotiation of this Agreement. In cases of
uncertainty this Agreement shall be construed without regard to which of the parties caused the
uncertainty to exist.



     12.14 Relationship. The relationship of the parties to this Agreement is determined solely by
the provisions of this Agreement. The parties do not intend to create any agency, partnership,
joint venture, trust, fiduciary or other relationship with duties or incidents different from those
of parties to an arm’s-length contract.



     12.15 Third Parties. Nothing in this Agreement, whether express or implied, is intended to:
(a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons
other than the express parties to it and their respective permitted successors and assigns; (b)
relieve or discharge the obligation or liability of any person not an express party to this
Agreement; or (c) give any person not an express party to this Agreement any right of subrogation
or action against any party to this Agreement.



     13 DEFINITIONS



     13.1 Definitions. As used in the Loan Documents, the word “shall” is mandatory, the word
“may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not
limiting, the singular includes the plural, and numbers denoting amounts that are set off in
brackets are negative. As used in this Agreement, the following capitalized terms have the
following meanings:



     “Account” is any “account” as defined in the Code with such additions to such term as may
hereafter be made, and includes, without limitation, all accounts receivable and other sums owing
to Borrowers.



     “Account Debtor” is any “account debtor” as defined in the Code with such additions to such
term as may hereafter be made.



     “Additional Costs” is defined in Section 3.8(a).



-29-









 





     “Administrative Borrower” is defined in Section 9.8.



     “Advance” or “Advances” means an advance (or advances) under the Revolving Line in the form of
one (or more) US Advance(s) or Singapore Advance(s).



     “Affiliate” is, with respect to any Person, each other Person that owns or controls directly
or indirectly the Person, any Person that controls or is controlled by or is under common control
with the Person, and each of that Person’s senior executive officers, directors, partners and, for
any Person that is a limited liability company, that Person’s managers and members.



     “Agreement” is defined in the preamble hereof.



     “Availability Amount” is the Revolving Line minus (a) the Dollar Equivalent of the outstanding
principal balance of all Advances, minus (b) the Dollar Equivalent amount of all outstanding
Existing Letters of Credit and Letters of Credit (including drawn but unreimbursed Letters of
Credit) plus an amount equal to the Letter of Credit Reserve, minus (c) any amounts used for Cash
Management Services, minus (d) the FX Reserve.



     “Aviat Investment Policy” is that certain Investment Policy dated January 19, 2009, as revised
on March 4, 2010, and approved by Parent’s Board of Directors, as such policy is revised from time
to time and approved by Parent’s Board of Directors and delivered to Bank.



     “Bank” is defined in the preamble hereof.



     “Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable
attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and
enforcing the Loan Documents (including, without limitation, those incurred in connection with
appeals or Insolvency Proceedings) or otherwise incurred with respect to any Borrower or any
Guarantor.




     “Board of Directors” means the board of directors of any Person or any committee thereof duly
authorized to act on behalf of the board of directors.



     “BOFA Letters of Credit” are those letters of credit issued by Bank of America, N.A. for the
account of Opco and supported by the Letter of Credit issued by Bank on October 1, 2010.



     “Borrower” and “Borrowers” are defined in the preamble hereof.



     “Borrowers’ Books” are all Borrowers’ Books and records including ledgers, federal and state
tax returns, records regarding Borrowers’ assets or liabilities, the Collateral, business
operations or financial condition, and all computer programs or storage or any equipment containing
such information.



     “Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such
Person’s Board of Directors and delivered by such Person to Bank approving the Loan Documents to
which such Person is a party and the transactions contemplated thereby, together with a certificate
in the form attached hereto as Exhibit E (except for Singapore Borrower, in the form
attached hereto as Exhibit F) executed by its Secretary on behalf of such Person. At a
minimum, such certificate must include a certification that (a) such Person has the authority to
execute, deliver, and perform its obligations under each of the Loan Documents to which it is a
party, (b) attached as an exhibit to such certificate is a true, correct, and complete copy of the
resolutions then in full force and effect authorizing and ratifying the execution, delivery, and
performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the
Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample
of the true signature(s) of such Person(s), are provided and (d) Bank may conclusively rely on such
certificate unless and until such Person shall have delivered to Bank a further certificate
canceling or amending such prior certificate.



     “Business Day” is any day other than a Saturday, Sunday or other day on which commercial banks
are authorized to close under the laws of, or are in fact closed in, the state of California.



-30-









 





     “Cash Equivalents” means short-term, highly liquid investments that are both readily
convertible to known amounts of cash and so near their maturity that they present insignificant
risk of changes in value because of changes in interest rates. Examples of items commonly
considered to be cash equivalents are Treasury bills, commercial paper, and money market funds.



     “Cash Management Services” is defined in Section 2.1.4.



     “Change in Control” means any event, transaction, or occurrence as a result of which (a) any
“person” (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than
a trustee or other fiduciary holding securities under an employee benefit plan of Borrowers, is or
becomes a beneficial owner (within the meaning Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of Parent, representing twenty-five percent (25%) or more of
the combined voting power of Parent’s then outstanding securities; (b) during any period of twelve
consecutive calendar months, individuals who at the beginning of such period constituted the Board
of Directors of Parent (together with any new directors whose election by the Board of Directors of
such Borrower was approved by a vote of not less than two-thirds of the directors then still in
office who either were directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason other than death or disability to
constitute a majority of the directors then in office; (c) Opco ceases to be wholly-owned by
Parent; provided that Opco and Parent will be permitted to merge so long as Parent or Opco is the
surviving entity of such merger; or (d) Singapore Borrower ceases to be wholly-owned by either Opco
or Parent.



     “Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in
effect in the State of California; provided, that, to the extent that the Code is used to define
any term herein or in any Loan Document and such term is defined differently in different Articles
or Divisions of the Code, the definition of such term contained in Article or Division 9 shall
govern; provided further, that in the event that, by reason of mandatory provisions of law, any or
all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any
Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the
State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in
effect in such other jurisdiction solely for purposes of the provisions thereof relating to such
attachment, perfection, priority, or remedies and for purposes of definitions relating to such
provisions.



     “Collateral” is the Singapore Collateral and the US Collateral.



     “Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.



     “Commodity Account” is any “commodity account” as defined in the Code with such additions to
such term as may hereafter be made.



     “Compliance Certificate” is that certain certificate in the form attached hereto as
Exhibit B.



     “Consolidated Funded Indebtedness” means, as of any date of determination, for Parent and its
Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including borrowings hereunder) and
all debt obligations evidenced by bonds, debentures, notes, loan agreements or other similar
instruments, (b) all purchase money Indebtedness, (c) all direct, non-contingent obligations
arising under drawn letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the
deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business), (e) attributable Indebtedness in respect of capital leases and synthetic lease
obligations, and (f) all Indebtedness of the types referred to in clauses (a) through (e) above of
any partnership or joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which a Borrower or a Subsidiary is a general partner or joint
venturer, unless such Indebtedness is expressly made non-recourse to such Borrower or such
Subsidiary; provided that the amount of Indebtedness included under this clause (f) shall be
restricted to the amount of Indebtedness attributable to such Borrower or Subsidiary as a general
partner or joint venturer; in each case minus any cash collateral posted for any of the foregoing.



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     “Consolidated Interest Charges”, means for any period, for Parent and its Subsidiaries on a
consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and
related expenses of Parent and its Subsidiaries in connection with borrowed money (including
capitalized interest) or in connection with the deferred price of assets, in each case to the
extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the
Parent and its Subsidiaries with respect to such period under capital leases that is treated as
interest in accordance with GAAP.



     “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a)
Consolidated Funded Indebtedness as of such date to (b) EBITDA for the period of the two fiscal
quarters mostly recently ended.



     “Consolidated Net Income” means, for any period, for Parent and its Subsidiaries on a
consolidated basis, the net income of Parent and its Subsidiaries (excluding extraordinary gains
and extraordinary losses) for that period.



     “Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or
not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation
of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed,
co-made, discounted or sold with recourse by that Person, or for which that Person is directly or
indirectly liable; (b) any obligations for undrawn letters of credit for the account of that
Person; and (c) all obligations from any interest rate, currency or commodity swap agreement,
interest rate cap or collar agreement, or other agreement or arrangement designated to protect a
Person against fluctuation in interest rates, currency exchange rates or commodity prices; but
“Contingent Obligation” does not include endorsements in the ordinary course of business. The
amount of a Contingent Obligation is the stated or determined amount of the primary obligation for
which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated
liability for it determined by the Person in good faith; but the amount may not exceed the maximum
of the obligations under any guarantee or other support arrangement.



     “Continuation Date” means any date on which the Administrative Borrower and/or the Singapore
Borrower elects to continue a LIBOR Advance into another Interest Period.



     “Control Agreement” is any control agreement in form and substance satisfactory to Bank
entered into among the depository institution at which any Borrower maintains a Deposit Account or
the securities intermediary or commodity intermediary at which any Borrower maintains a Securities
Account or a Commodity Account, such Borrower, and Bank pursuant to which Bank obtains control
(within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity
Account.



     “Conversion Date” means any date on which the Administrative Borrower and/or the Singapore
Borrower elects to convert a Prime Rate Advance to a LIBOR Advance or a LIBOR Advance to a Prime
Rate Advance.



     “Credit Extension” is any Advance, Letter of Credit, amount utilized for Cash Management
Services, FX Forward Contract, or any other extension of credit by Bank for Borrowers’ benefit.



     “Default Rate” is defined in Section 2.3(b).



     “Deposit Account” is any “deposit account” as defined in the Code with such additions to such
term as may hereafter be made.



     “Designated Deposit Account” is, with respect to US Borrowers, account number 3300389009 and,
with respect to Singapore Borrower, account number 3300745390, in each case maintained with Bank.



     “Dollars,” “dollars” or use of the sign “$” means only lawful money of the United States and
not any other currency, regardless of whether that currency uses the “$” sign to denote its
currency or may be readily converted into lawful money of the United States.



     “Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars,
such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent
amount therefor in Dollars as




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determined by Bank at such time on the basis of the then-prevailing rate of exchange in San
Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such
Foreign Currency.




     “Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any
state or territory thereof or the District of Columbia.



     “EBITDA” means, for any period, for Parent and its Subsidiaries on a consolidated basis, an
amount equal to Consolidated Net Income for such periods plus (a) the following to the extent
deducted in calculating such Consolidated Net Income; (i) Consolidated Interest Charges for such
period, (ii) the provision for federal, state, local and foreign income taxes payable by Parent and
its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) non-cash
restructuring charges, and such other cash restructuring charges as agreed by Bank in writing, (v)
non-cash stock-based compensation expense, and (vi) other non-recurring expenses of Parent and its
Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such
period or any future period and minus (b) the following to the extent included in calculating such
Consolidated Net Income; (i) federal, state, local and foreign income tax credits of Parent and its
Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for
such period.



     “Effective Amount” means with respect to any Advances on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowing and prepayments or repayments thereof
occurring on such date.



     “Effective Date” is defined in the preamble hereof.



     “Equipment” is all “equipment” as defined in the Code with such additions to such term as may
hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles
(including motor vehicles and trailers), and any interest in any of the foregoing.



     “ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations.



     “Event of Default” is defined in Section 8.



     “Exchange Act” is the Securities Exchange Act of 1934, as amended.



     “Existing Letters of Credit” means the following of outstanding letters of credit:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ref no.	 	Issue Dt	 	Expiry Dt	 	Currency	 	Foreign Amt	 	USD Amt
	SVBSF003191
	 	 	11/19/2004	 	 	 	12/30/2010	 	 	USD	 	$	140,900.82	 	 	$	140,900.82	 
	SVBSP000410
	 	 	10/2/2007	 	 	 	4/1/2011	 	 	USD	 	$	78,605.00	 	 	$	78,605.00	 
	SVBSP000420
	 	 	11/5/2007	 	 	 	6/1/2011	 	 	USD	 	$	15,224.03	 	 	$	15,224.03	 
	SVBSP000434
	 	 	1/14/2008	 	 	 	10/29/2010	 	 	USD	 	$	206,000.00	 	 	$	206,000.00	 
	SVBSF005162
	 	 	3/14/2008	 	 	 	10/27/2010	 	 	USD	 	$	74,909.75	 	 	$	74,909.75	 
	SVBSF005163
	 	 	3/14/2008	 	 	 	11/6/2010	 	 	USD	 	$	118,558.02	 	 	$	118,558.02	 
	SVBSF005164
	 	 	3/14/2008	 	 	 	3/16/2011	 	 	USD	 	$	32,775.00	 	 	$	32,775.00	 
	SVBSP000456
	 	 	5/7/2008	 	 	 	12/30/2010	 	 	USD	 	$	480,000.00	 	 	$	480,000.00	 
	SVBSF005331
	 	 	6/13/2008	 	 	 	7/16/2011	 	 	USD	 	$	17,951.67	 	 	$	17,951.67	 






     “Foreign Currency” means lawful money of a country other than the United States.



     “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.



-33-









 





     “Funding Date” is any date on which a Credit Extension is made to or for the account of
Borrowers which shall be a Business Day.



     “FX Business Day” is any day when (a) Bank’s Foreign Exchange Department is conducting its
normal business and (b) the Foreign Currency being purchased or sold by Borrowers is available to
Bank from the entity from which Bank shall buy or sell such Foreign Currency.



     “FX Forward Contract” is defined in Section 2.1.3.



     “FX Reserve” is defined in Section 2.1.3.



     “GAAP” is generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other Person as may be approved by a significant segment of the
accounting profession, which are applicable to the circumstances as of the date of determination.



     “General Intangibles” is all “general intangibles” as defined in the Code in effect on the
date hereof with such additions to such term as may hereafter be made, and includes without
limitation, all Intellectual Property, claims, income and other tax refunds, security and other
deposits, payment intangibles, contract rights, options to purchase or sell real or personal
property, rights in all litigation presently or hereafter pending (whether in contract, tort or
otherwise), insurance policies (including without limitation key man, property damage, and business
interruption insurance), payments of insurance and rights to payment of any kind.



     “Governmental Approval” is any consent, authorization, approval, order, license, franchise,
permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or
other act by or in respect of, any Governmental Authority.



     “Governmental Authority” is any nation or government, any state or other political subdivision
thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions
of or pertaining to government, any securities exchange and any self-regulatory organization.



     “Guarantor” is any existing and future direct and indirect Material Subsidiary of Borrowers.



     “Guaranty” means a guaranty made by each Guarantor in favor of Bank in the form and substance
satisfactory to Bank.



     “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or
services, such as reimbursement and other obligations for surety bonds and letters of credit, (b)
obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease
obligations, and (d) Contingent Obligations.



     “Indemnified Person” is defined in Section 12.2.



     “Insolvency” means, with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.



     “Insolvency Proceeding” is any proceeding by or against any Person under the United States
Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit
of creditors, compositions, extensions generally with its creditors, or proceedings seeking
reorganization, arrangement, or other relief.



     “Intellectual Property” means all of Borrowers’ right, title, and interest in and to the
following:



     (a) its copyrights, trademarks and patents;



-34-









 





     (b) any and all trade secrets and trade secret rights, including, without limitation, any
rights to unpatented inventions, know-how, operating manuals;



     (c) any and all source code;



     (d) any and all design rights which may be available to a Borrower;



     (e) any and all claims for damages by way of past, present and future infringement of any of
the foregoing, with the right, but not the obligation, to sue for and collect such damages for said
use or infringement of the Intellectual Property rights identified above; and



     (f) all amendments, renewals and extensions of any of the copyrights, trademarks or patents.



     “Interest Payment Date” means, with respect to any LIBOR Advance, the last day of each
Interest Period applicable to such LIBOR Advance (but in any event, no later than 90 days from the
beginning of any such Interest Period and each successive payment thereafter) and, with respect to
Prime Rate Advances, the last day of each month (or, if the last day of the quarter does not fall
on a Business Day, then on the first Business Day following such date), and each date a Prime Rate
Advance is converted into a LIBOR Advance to the extent of the amount converted to a LIBOR Advance.



     “Interest Period” means, as to any LIBOR Advance, the period commencing on the date of such
LIBOR Advance, or on the conversion/continuation date on which the LIBOR Advance is converted into
or continued as a LIBOR Advance, and ending on the date that is one (1), two (2), three (3), or six
(6) months thereafter, in each case as Borrowers may elect in the applicable Notice of Borrowing or
Notice of Conversion/Continuation; provided, however, that (a) no Interest Period with respect to
any LIBOR Advance shall end later than the Revolving Line Maturity Date, (b) the last day of an
Interest Period shall be determined in accordance with the practices of the LIBOR interbank market
as from time to time in effect, (c) if any Interest Period would otherwise end on a day that is not
a Business Day, that Interest Period shall be extended to the following Business Day unless, in the
case of a LIBOR Advance, the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the preceding Business
Day, (d) any Interest Period pertaining to a LIBOR Advance that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of the calendar month
at the end of such Interest Period, and (e) interest shall accrue from and include the first
Business Day of an Interest Period but exclude the last Business Day of such Interest Period.



     “Interest Rate Determination Date” means each date for calculating the LIBOR for purposes of
determining the interest rate in respect of an Interest Period. The Interest Rate Determination
Date shall be the second Business Day prior to the first day of the related Interest Period for a
LIBOR Advance.



     “Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such
additions to such term as may hereafter be made, and includes without limitation all merchandise,
raw materials, parts, supplies, packing and shipping materials, work in process and finished
products, including without limitation such inventory as is temporarily out of any Borrower’s
custody or possession or in transit and including any returned goods and any documents of title
representing any of the above.



     “Investment” is any beneficial ownership interest in any Person (including stock, partnership
interest or other securities), and any loan, advance or capital contribution to any Person.



     “IRC” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
adopted thereunder



     “Letter of Credit” means a standby letter of credit issued by Bank or another institution
based upon an application, guarantee, indemnity or similar agreement on the part of Bank as set
forth in Section 2.1.2.



     “Letter of Credit Application” is defined in Section 2.1.2(b).



-35-









 





     “Letter of Credit Reserve” has the meaning set forth in Section 2.1.2(e).



     “Letter of Direction” means that certain Letter of Direction dated as of September 30, 2010
between Parent and Bank regarding the extensions of credit to be made on the Effective Date.



     “LIBOR” means, for any Interest Rate Determination Date with respect to an Interest Period for
any Advance to be made, continued as or converted into a LIBOR Advance, the rate of interest per
annum determined by Bank to be the per annum rate of interest at which deposits in United States
Dollars are offered to Bank in the London interbank market (rounded upward, if necessary, to the
nearest 1/10,000th of one percent (0.0001%)) in which Bank customarily participates at 11:00 a.m.
(local time in such interbank market) two (2) Business Days prior to the first day of such Interest
Period for a period approximately equal to such Interest Period and in an amount approximately
equal to the amount of such Advance.



     “LIBOR Advance” means an Advance that bears interest based at the LIBOR Rate.



     “LIBOR Rate” means, for each Interest Period in respect of LIBOR Advances comprising part of
the same Advances, an interest rate per annum (rounded upward, if necessary, to the nearest
1/10,000th of one percent (0.0001%)) equal to LIBOR for such Interest Period divided by one (1)
minus the Reserve Requirement for such Interest Period.



     “LIBOR Rate Margin” means, from time to time, the following percentages per annum, based upon
the Borrowers’ Consolidated Leverage Ratio, as set forth below:



	 	 	 	 	 	 	 	 	 
	 	 	Borrowers’ Consolidated	 	Revolving Facility
	Level	 	Leverage Ratio	 	LIBOR Margin
	I
	 	Less than or equal to 1.0:1.0	 	 	2.00%	 
	 
	 	 	 	 	 	 	 	 
	II
	 	Greater than 1.0:1.0 but less than or equal to 2.0:1.0	 	 	2.25%	 
	 
	 	 	 	 	 	 	 	 
	III
	 	Greater than 2.0:1.0 but less than or equal to 2.75:1.0	 	 	2.50%	 
	 
	 	 	 	 	 	 	 	 
	IV
	 	Greater than 2.75:1.0 and/or a negative number	 	 	2.75%	





For the period from the Effective Date until Bank has received Parent’s consolidated financial
statements for the fiscal quarter ending October 1, 2010, the LIBOR Rate Margin shall be at the
margin in the row styled “Level IV.”




     “Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other
encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise
against any property.



     “Liquidity Obligations” are Borrowers’ obligations to pay when due any debts, principal,
interest, Bank Expenses and other amounts Borrowers owe Bank now or later, whether under this
Agreement, the Loan Documents, or otherwise, including, without limitation, the Singapore
Obligations, all reimbursement obligations for drawn and undrawn letters of credit, cash management
services, and including interest accruing after Insolvency Proceedings begin and debts,
liabilities, or obligations of Borrowers assigned to Bank.



     “Loan Documents” are, collectively, this Agreement, the Perfection Certificates, the Control
Agreements, any Letter of Credit, any Letter of Credit Application, the Singapore Debenture, the
Letter of Direction, any note, or notes or guaranties executed by any Borrower or any Guarantor,
and any other present or future agreement between



-36-









 




any Borrower, any Guarantor and/or for the benefit of Bank in connection with this Agreement,
all as amended, restated, or otherwise modified.




     “Material Adverse Change” is (a) a material adverse change in, or a material adverse effect
upon, the operations, business, properties, liabilities (actual or contingent), condition
(financial or otherwise) or prospects of Borrowers and their Subsidiaries taken as a whole; (b) a
material impairment of the rights and remedies of the Bank under any Loan Document; (c) a material
impairment of the ability of any Borrower to perform its obligations under any Loan Document to
which it is a party; or (d) a material adverse effect upon the legality, validity, binding effect
or enforceability against any Borrower of any Loan Document to which it is a party.



     “Material Contract” means (a) any contract or other written agreement described in the
Perfection Certificates; (b) any contract or other agreement of any Borrower and any Subsidiary
involving monetary liability of or to any such Person in an amount in excess of Two Million Dollars
($2,000,000); and (c) any other contract, agreement, permit or license, written or oral, of any
Borrower and any Subsidiary as to which the breach, nonperformance, cancellation of, failure to
renew by any party thereto, individually or in the aggregate, could reasonably be expected to cause
a Material Adverse Change in Borrowers’ business.



     “Material Indebtedness” is any Indebtedness the principal amount of which, individually or in
the aggregate, is equal to or greater than Five Million Dollars ($5,000,000).



     “Material Subsidiary” means any Domestic Subsidiary having at any time on a stand-alone basis
(a) assets in excess of ten percent (10%) of Parent’s consolidated assets or (b) gross revenues in
excess of ten percent (10%) of Parent’s consolidated gross revenues.



     “Multiemployer Plan” means a Plan that is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.



     “Notice of Borrowing” means a notice given by Borrowers to Bank in accordance with Section
3.2(a), substantially in the form of Exhibit C, with appropriate insertions.



     “Notice of Conversion/Continuation” means a notice given by Borrowers to Bank in accordance
with Section 3.6, substantially in the form of Exhibit D, with appropriate insertions.



     “Obligations” are Borrowers’ obligations to pay when due any debts, principal, interest, Bank
Expenses and other amounts Borrowers owe Bank now or later, whether under this Agreement, the Loan
Documents, or otherwise, including, without limitation, the Singapore Obligations, all obligations
relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of
credit), cash management services, and foreign exchange contracts, if any, and including interest
accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrowers
assigned to Bank, and to perform Borrowers’ duties under the Loan Documents.



     “Opco” is defined in the preamble.



     “Operating Documents” are, for any Person, such Person’s formation documents, as certified
with the Secretary of State of such Person’s state of formation or, in relation to the Singapore
Borrower, a director or company secretary on a date that is no earlier than 30 days prior to the
Effective Date, and, (a) if such Person is a corporation, its bylaws or memorandum and articles of
association in current form, (b) if such Person is a limited liability company, its limited
liability company agreement (or similar agreement), and (c) if such Person is a partnership, its
partnership agreement (or similar agreement), each of the foregoing with all current amendments or
modifications thereto.



     “Parent” is defined in the preamble.



     “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of
Title IV of ERISA (or any successor).



-37-









 





     “Perfection Certificate” is defined in Section 5.1.



     “Permitted Distributions” are:



     (a) purchases of capital stock from former employees, consultants and directors pursuant to
repurchase agreements or other similar agreements in an aggregate amount not to exceed One Million
Dollars ($1,000,000) in any fiscal year provided that at the time of such purchase no Event of
Default has occurred and is continuing;



     (b) distributions or dividends consisting solely of any Borrower’s capital stock;



     (c) purchases for value of any rights distributed in connection with any stockholder rights
plan;



     (d) purchases of capital stock or options to acquire such capital stock with the proceeds
received from a substantially concurrent issuance of capital stock or convertible securities;



     (e) purchases of capital stock pledged as collateral for loans to employees;



     (f) purchases of capital stock in connection with the exercise of stock options or stock
appreciation rights by way of cashless exercise or in connection with the satisfaction of
withholding tax obligations;



     (g) purchases of fractional shares of capital stock arising out of stock dividends, splits or
combinations or business combinations;



     (h) distributions from Singapore Borrower to holders of its preference shares in an aggregate
amount not to exceed Nine Hundred Ninety Thousand ($990,000) in any fiscal year;



     (i) distributions from (i) any Borrower to any other Borrower and (ii) from any Subsidiary of
a Borrower to any Borrower; and



     (j) other distributions, dividends or purchases of any Borrower’s capital stock in cash, with
Bank’s prior consent.



     “Permitted Indebtedness” is:



     (a) Borrowers’ Indebtedness to Bank under this Agreement and the other Loan Documents;



     (b) Subordinated Debt;



     (c) unsecured Indebtedness to trade creditors incurred in the ordinary course of business;



     (d) unsecured Indebtedness incurred by Singapore Borrower in connection with its preference
shares in an aggregate amount not to exceed Eight Million Two Hundred Fifty Thousand Dollars
($8,250,000);



     (e) guaranties of Permitted Indebtedness;



     (f) Indebtedness incurred as a result of endorsing negotiable instruments received in the
ordinary course of business;



     (g) Indebtedness consisting of interest rate, currency, or commodity swap agreements, interest
rate cap or collar agreements or arrangements entered into in the ordinary course of business and
designated to protect Borrowers or their Subsidiaries against fluctuations in interest rates,
currency exchange rates, or commodity prices;



-38-









 





     (h) contingent obligations of Borrowers or any Subsidiary in respect of (i) any performance
bond or surety bond issued in the ordinary course of business for the purpose of guaranteeing the
performance of Borrowers and its Subsidiaries under tenders and contracts related to the sale of
equipment and services to customers and (ii) any of the following type of bond issued in the
ordinary course of business: (A) customs bond, (B) contractors license bond, (C) value added tax
bond, (D) miscellaneous tax bond or (E) bond issued to support employee benefit plan;



     (i) Indebtedness between any Borrower and any of its Subsidiaries that are permitted in clause
(d) of Permitted Investments;



     (j) Indebtedness with respect to reimbursement obligations of Borrowers in connection with the
Existing Letters of Credit issued on Borrowers’ behalf;



     (k) Indebtedness with respect to reimbursement obligations of Borrowers in connection with the
BOFA Letters of Credit issued on Borrowers’ behalf not to exceed $2,200,000;



     (l) capitalized leases and purchase money Indebtedness not to exceed Two Million Five Hundred
Thousand Dollars ($2,500,000) in the aggregate in any fiscal year secured by Liens permitted under
clause (c) of the definition of “Permitted Liens”;



     (m) Indebtedness of entities acquired in any permitted merger or acquisition transaction;



     (n) extensions, renewals and refinancings of Permitted Indebtedness, provided that the amount
of such Indebtedness is not increased except by an amount equal to a reasonable premium or other
reasonable amount paid in connection with such refinancing and by an amount equal to any existing,
but unutilized, commitment thereunder; and



     (o) other unsecured Indebtedness of any Borrower and its Subsidiaries not otherwise permitted
in clauses (a) through (n); provided that the aggregate amount of such Indebtedness shall not
exceed Five Million Dollars ($5,000,000) at any time.



     “Permitted Investments” are:



     (a) Investments (including, without limitation, Subsidiaries) existing on the Effective Date;



     (b) Investments consisting of cash and Cash Equivalents;



     (c) Investments pursuant to the Aviat Investment Policy;



     (d) Investments by a Borrower in Subsidiaries that are not a Borrower not to exceed Ten
Million Dollars ($10,000,000) in the aggregate in any fiscal year;



     (e) Investments consisting of Collateral Accounts in the name of any Borrower or any
Subsidiary so long as Bank has a first priority, perfected security interest in such Collateral
Accounts;



     (f) Investments consisting of extensions of credit to any Borrower’s or its Subsidiaries’
customers in the nature of accounts receivable, prepaid royalties or notes receivable in the
ordinary course of business arising from the sale or lease of goods, provision of services or
licensing activities of any Borrower;



     (g) Investments (including debt obligations) received in connection with the bankruptcy or
reorganization of customers or suppliers and in settlement of delinquent obligations of, and other
disputes with, customers or suppliers arising in the ordinary course of business;



-39-









 





     (h) Investments consisting of interest rate, currency, or commodity swap agreements, interest
rate cap or collar agreements or arrangements entered into in the ordinary course of business and
designated to protect a Person against fluctuations in interest rates, currency exchange rates, or
commodity prices;



     (i) Investments consisting of (i) travel advances and employee relocation loans and other
employee loans and advances in the ordinary course of business, and (ii) loans to employees
relating to the purchase of equity securities of any Borrower or its Subsidiaries pursuant to
employee stock purchase plans or agreements approved by such Borrower’s Board of in an aggregate
amount outstanding at any time not to exceed One Million Five Hundred Thousand Dollars
($1,500,000);



     (j) Investments permitted by Section 7.3; and



     (k) other Investments not exceeding Five Million Dollars ($5,000,000) in the aggregate in any
fiscal year of the Borrowers.



     “Permitted Liens” are:



     (a) (i) Liens securing Indebtedness under clause (h) of the definition of “Permitted
Indebtedness” hereunder, and (ii) Liens arising under this Agreement and the other Loan Documents;



     (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not
due and payable or (ii) being contested in good faith and for which Borrowers maintain adequate
reserves on their Books, provided that no notice of any such Lien has been filed or recorded under
the IRC;



     (c) Liens (including with respect to capital leases) (i) on property (including accessions,
additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds
thereof) acquired or held by any Borrower or its Subsidiaries incurred for financing such property
(including accessions, additions, parts, replacements, fixtures, improvements and attachments
thereto, and the proceeds thereof) other than Accounts and Inventory, or (ii) existing on property
(and accessions, additions, parts, replacements, fixtures, improvements and attachments thereto,
and the proceeds thereof) when acquired other than Accounts and Inventory, if the Lien is confined
to such property (including accessions, additions, parts, replacements, fixtures, improvements and
attachments thereto, and the proceeds thereof);



     (d) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by
Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited
to the property encumbered by the existing Lien and the principal amount of the indebtedness it
secures may not increase;



     (e) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature
arising in the ordinary course of business so long as such Liens attach only to Inventory, securing
liabilities in the aggregate amount not to exceed One Million Dollars ($1,000,000) and which are
not delinquent or remain payable without penalty or which are being contested in good faith and by
appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of
the property subject thereto;



     (f) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions,
social security and other like obligations incurred in the ordinary course of business (other than
Liens imposed by ERISA);



     (g) leases or subleases of real property granted in the ordinary course of Borrowers’ business
(or, if referring to another Person, in the ordinary course of such Person’s business), and leases,
subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual
Property) granted in the ordinary course of Borrowers’ business (or, if referring to another
Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and
sublicenses do not prohibit granting Bank a security interest therein;



     (h) non-exclusive license of Intellectual Property granted to third parties in the ordinary
course of business;



-40-









 





     (i) Liens in favor of custom and revenue authorities arising as a matter of law to secure the
payment of custom duties in connection with the importation of goods;



     (j) [Reserved];



     (k) Liens arising from attachments or judgments, orders, or decrees in circumstances not
constituting an Event of Default under Sections 8.4 and 8.7;



     (l) [Reserved]; and



     (m) deposits to secure the performance of bids, trade contracts (other than for borrowed
money), contracts for the purchase of property, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, in each case, incurred in the
ordinary course of business and not representing an obligation for borrowed money.



     “Person” is any individual, sole proprietorship, partnership, limited liability company, joint
venture, company, trust, unincorporated organization, association, corporation, institution, public
benefit corporation, firm, joint stock company, estate, entity or government agency.



     “Plan” means, at a particular time, any employee benefit plan that is covered by ERISA and in
respect of which Borrowers or any of their Subsidiaries are (or, if such plan were terminated at
such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA.



     “Prime Rate” means for any day the prime rate as reported in The Wall Street Journal.



     “Prime Rate Advance” means an Advance that bears interest based at the Prime Rate.



     “Prime Rate Margin” means, from time to time, the following percentages per annum, based upon
the Borrowers’ Consolidated Leverage Ratio, as set forth below:



	 	 	 	 	 	 	 	 	 
	 	 	Borrowers’ Consolidated	 	Revolving Facility
	Level	 	Leverage Ratio	 	Prime Rate Margin
	I
	 	Less than or equal to 1.0:1.0	 	 	0.00%	 
	 
	 	 	 	 	 	 	 	 
	II
	 	Greater than 1.0:1.0 but less than or equal to 2.0:1.0	 	 	0.00%	 
	 
	 	 	 	 	 	 	 	 
	III
	 	Greater than 2.0:1.0 but less than or equal to 2.75:1.0	 	 	0.00%	 
	 
	 	 	 	 	 	 	 	 
	IV
	 	Greater than 2.75:1.0 and/or a negative number	 	 	0.00%	 





For the period from the Effective Date until Bank has received Parent’s consolidated financial
statements for the fiscal quarter ending October 1, 2010, the Prime Rate Margin shall be at the
margin in the row styled “Level IV.”




     “Registered Organization” is any “registered organization” as defined in the Code with such
additions to such term as may hereafter be made.



     “Regulatory Change” means, with respect to Bank, any change on or after the date of this
Agreement in United States federal, state, or foreign laws or regulations, including Regulation D,
or the adoption or making on or after such date of any interpretations, directives, or requests
applying to a class of lenders including Bank, of or 8



-41-









 




under any United States federal or state, or any foreign laws or regulations (whether or not
having the force of law) by any court or governmental or monetary authority charged with the
interpretation or administration thereof.




     “Reorganization” means, with respect to any Multiemployer Plan, the condition that such plan
is in reorganization within the meaning of Section 4241 of ERISA.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than
those events as to which the thirty day notice period is waived under subsections .27, .28, .29,
..30, .31, .32, .34 or .35 of PBGC Reg. § 4043.



     “Requirement of Law” is as to any Person, the organizational or governing documents of such
Person, and any law (statutory or common), treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon
such Person or any of its property or to which such Person or any of its property is subject.



     “Reserve Requirement” means, for any Interest Period, the average maximum rate at which
reserves (including any marginal, supplemental, or emergency reserves) are required to be
maintained during such Interest Period under Regulation D against “Eurocurrency liabilities” (as
such term is used in Regulation D) by member banks of the Federal Reserve System. Without limiting
the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to
be maintained by Bank by reason of any Regulatory Change against (a) any category of liabilities
which includes deposits by reference to which the LIBOR Rate is to be determined as provided in the
definition of LIBOR or (b) any category of extensions of credit or other assets which include
Advances.



     “Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial
Officer, Controller, Treasurer and Assistant Treasurer of any Borrower.



     “Restricted License” is any material license or other agreement with respect to which a
Borrower is the licensee (a) that prohibits or otherwise restricts a Borrower from granting a
security interest in such Borrower’s interest in such license or agreement or any other property,
or (b) for which a default under or termination of could interfere with the Bank’s right to sell
any Collateral.



     “Revolving Line” are the credit extensions made hereunder in an aggregate amount not to exceed
Forty Million Dollars ($40,000,000).



     “Revolving Line Maturity Date” is September 30, 2011.



     “Revolving Line Utilization” is, at any time, the sum of (a) the outstanding principal amount
of any Advances (including any amounts used for Cash Management Services), plus (b) the Dollar
Equivalent face amount of any outstanding Letters of Credit (including drawn but unreimbursed
Letters of Credit and any Letter of Credit Reserve), plus (c) the FX Reserve.



     “SEC” means the Securities and Exchange Commission, any successor thereto, and any analogous
Governmental Authority.



     “Securities Account” is any “securities account” as defined in the Code with such additions to
such term as may hereafter be made.



     “Singapore Advances” is defined in Section 2.1.1(a).



     “Singapore Borrower” is defined in the preamble.



     “Singapore Collateral” is any and all properties, rights and assets of Singapore Borrower
described on Exhibit A.



-42-









 





     “Singapore Companies Act” is the Singapore Companies Act (Chapter 50).



     “Singapore Conditions Precedent” means the deliverables described in Sections 3.3(a) and (b)
in accordance therewith.



     “Singapore Debenture” is the debenture, in form and substance acceptable to Bank, to be
entered into between Singapore Borrower and Bank in accordance with Section 3.3(a).



     “Singapore Sublimit” is $10,000,000



     “Singapore Obligations” are Singapore Borrower’s obligations to pay when due any principal and
interest arising out of Singapore Utilization, Bank Expenses and other amounts Singapore Borrower
owes Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including,
without limitation, all obligations relating to letters of credit (including reimbursement
obligations for drawn and undrawn letters of credit), cash management services, and foreign
exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and
debts, liabilities, or obligations of Singapore Borrower assigned to Bank, and to perform any
Singapore Borrower’s duties under the Loan Documents.



     “Singapore Utilization” is the sum of (i) the outstanding principal amount of any Singapore
Advances, plus (ii) the Dollar Equivalent face amount of any outstanding Letters of Credit
(including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) issued for
Singapore Borrower’s account.



     “Single Employer Plan” means any Plan that is covered by Title IV of ERISA, but that is not a
Multiemployer Plan.



     “Subordinated Debt” (a) Indebtedness incurred by any Borrower subordinated to such Borrower’s
Indebtedness owed to Bank and which is reflected in a written agreement in a manner and form
acceptable to Bank and approved by Bank in writing, and (b) to the extent the terms of
subordination do not change adversely to Bank, refinancings, refundings, renewals, amendments or
extensions of the foregoing.



     “Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or
other entity of which shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the management of which is
otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such
Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a
reference to a Subsidiary of any Borrower or Guarantor.



     “Transfer” is defined in Section 7.1.



     “Unused Revolving Line Facility Fee” is defined in Section 2.4(c).



     “US Advances” is defined in Section 2.1.1(a).



     “US Borrowers” is defined in the preamble.



     “US Collateral” is any and all properties, rights and assets of US Borrowers described on
Exhibit A.



[remainder of page intentionally left blank]




-43-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
Effective Date.


BORROWERS:



AVIAT NETWORKS, INC.




					
	 	
 	 
	 	By  	/s/ Carol A. Goudey  	 
	 	 	Name:  	Carol A. Goudey 	 
	 	 	Title:  	Corporate Treasurer 	 
	 
	 	AVIAT U.S., INC.

 	 
	 	By  	/s/ Carol A. Goudey 	 
	 	 	Name:  	Carol A. Goudey 	 
	 	 	Title:  	Corporate Treasurer 	 
	 
	 	AVIAT NETWORKS (S) PTE. LTD.

 	 
	 	By  	/s/ J. Russell Mincey 	 
	 	 	Name:  	J. Russell Mincey 	 
	 	 	Title:  	Director 	 


BANK:



SILICON VALLEY BANK




					
	 	
 	 
	 	By  	/s/ Tom Smith 	 
	 	 	Name:  	Tom Smith 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Loan and Security Agreement
















 





EXHIBIT A




COLLATERAL



     The US Collateral consists of all of US Borrowers’ right title and interest in and to the
following personal property and the Singapore Collateral consists of all of Singapore Borrower’s
right, title and interest in and to the following personal property:



     All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights
or rights to payment of money, leases, license agreements, franchise agreements, General
Intangibles, commercial tort claims, documents, instruments (including any promissory notes),
chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit
rights (whether or not the letter of credit is evidenced by a writing), securities, and all other
investment property, supporting obligations, and financial assets, whether now owned or hereafter
acquired, wherever located; and



     All Borrowers’ Books relating to the foregoing, and any and all claims, rights and interests
in any of the above and all substitutions for, additions, attachments, accessories, accessions and
improvements to and replacements, products, proceeds and insurance proceeds of any or all of the
foregoing.



     Notwithstanding the foregoing, (a) the US Collateral does not include any of the following,
whether now owned or hereafter acquired by any US Borrower: any copyright rights, copyright
applications, copyright registrations and like protections in each work of authorship and
derivative work, whether published or unpublished, any patents, patent applications and like
protections, including improvements, divisions, continuations, renewals, reissues, extensions, and
continuations-in-part of the same, trademarks, service marks and, to the extent permitted under
applicable law, any applications therefore, whether registered or not, and the goodwill of the
business of US Borrowers connected with and symbolized thereby, know-how, operating manuals, trade
secret rights, rights to unpatented inventions, and any claims for damage by way of any past,
present, or future infringement of any of the foregoing; provided, however, the US Collateral shall
include all Accounts, license and royalty fees and other revenues, proceeds, or income arising out
of or relating to any of the foregoing; and (b) the Singapore Collateral does not include any of
the following, whether now owned or hereafter acquired by Singapore Borrower: any copyright rights,
copyright applications, copyright registrations and like protections in each work of authorship and
derivative work, whether published or unpublished, any patents, patent applications and like
protections, including improvements, divisions, continuations, renewals, reissues, extensions, and
continuations-in-part of the same, trademarks, service marks and, to the extent permitted under
applicable law, any applications therefore, whether registered or not, and the goodwill of the
business of Singapore Borrower connected with and symbolized thereby, know-how, operating manuals,
trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past,
present, or future infringement of any of the foregoing; provided, however, the Singapore
Collateral shall include all Accounts, license and royalty fees and other revenues, proceeds, or
income arising out of or relating to any of the foregoing



     Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrowers have
agreed not to encumber any of their copyright rights, copyright applications, copyright
registrations and like protections in each work of authorship and derivative work, whether
published or unpublished, any patents, patent applications and like protections, including
improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part
of the same, trademarks, service marks and, to the extent permitted under applicable law, any
applications therefore, whether registered or not, and the goodwill of the business of Borrowers
connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to
unpatented inventions, and any claims for damage by way of any past, present, or future
infringement of any of the foregoing, without Bank’s prior written consent.



 









 






EXHIBIT B




FORM OF NOTICE OF BORROWING



AVIAT NETWORKS, INC.

AVIAT NETWORKS (S) PTE. LTD.



Date: ______________





			
	To:	 	Silicon Valley Bank

3003 Tasman Drive

Santa Clara, CA 95054

Attention: Corporate Services Department






			
	Re:	 	Loan and Security Agreement dated as of September 30, 2010 (as
amended, modified, supplemented or restated from time to time, the
“Loan Agreement”), by and among AVIAT NETWORKS, INC. (the
“Administrative Borrower”), AVIAT U.S., INC. (“Opco”), AVIAT NETWORKS
(S) PTE. LTD. (“Singapore Borrower” and together with the
Administrative Borrower and Opco, each a “Borrower” and collectively,
“Borrowers”) and SILICON VALLEY BANK (“Bank”).




Ladies and Gentlemen:




     The undersigned refers to the Loan Agreement, the terms defined therein and used herein as so
defined, and hereby gives you notice irrevocably, pursuant to Section 3.5 of the Loan Agreement, of
its request for an Advance.



     1. The Funding Date, which shall be a Business Day, of the requested Advance is
______________.



     2. The aggregate amount of the requested Advance is $____________.



     3. The requested Advance shall consist of $___________ of Prime Rate Advance and $______ of
LIBOR Advance.



     4. The duration of the Interest Period for the LIBOR Advance included in the requested Advance
shall be ______ months.



     5. The requested Advance is:




o a US Advance to AVIAT NETWORKS, INC.




o a Singapore Advance to AVIAT NETWORKS (S) PTE. LTD.



     6. The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the proposed Advance before and after giving effect thereto, and to
the application of the proceeds therefrom, as applicable:




          (a) each of the representations and warranties made by each Borrower in or pursuant to the
Loan Documents are true and correct in all material respects on and as of the date hereof;
provided, however, that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof; provided,
further, that those representations and warranties expressly referring to a specific date are true,
accurate and complete in all material respects as of such date;




          (b) no Default or Event of Default has occurred and is continuing, or would result from such
proposed Advance; and







 









 








          (c) the requested Advance will not cause the Revolving Line Utilization to exceed the
Availability Amount and will not cause the Singapore Utilization to exceed the lesser of (i) the
Availability Amount, or (ii) the Singapore Sublimit.




[remainder of page intentionally blank]









 









 











	 	 	 	 	 
	 	ADMINISTRATIVE BORROWER:



AVIAT NETWORKS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	SINGAPORE BORROWER:



AVIAT NETWORKS (S) PTE. LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



For internal Bank use only




	 	 	 	 	 	 	 

	LIBOR Pricing Date
	 	LIBOR
	 	LIBOR Variance
	 	Maturity Date
	 
	 	 	 	____%	 	 











 









 









EXHIBIT C




FORM OF NOTICE OF CONVERSION/CONTINUATION



AVIAT NETWORKS, INC.

AVIAT NETWORKS (S) PTE. LTD.



Date:                    





			
	To:	 	Silicon Valley Bank

3003 Tasman Drive

Santa Clara, CA 95054

Attention: Corporate Services Department






			
	Re:	 	Loan and Security Agreement dated as of September 30, 2010 (as
amended, modified, supplemented or restated from time to time, the
“Loan Agreement”), by and among AVIAT NETWORKS, INC. (the
“Administrative Borrower”), AVIAT U.S., INC. (“Opco”), AVIAT NETWORKS
(S) PTE. LTD. (“Singapore Borrower” and together with the
Administrative Borrower and Opco, each a “Borrower” and collectively,
“Borrowers”) and SILICON VALLEY BANK (“Bank”).




Ladies and Gentlemen:




     The undersigned refer to the Loan Agreement, the terms defined therein being used herein as
therein defined, and hereby give you notice irrevocably, pursuant to Section 3.6 of the Loan
Agreement, of the [conversion] [continuation] of the Advances specified herein, that:



     1. The date of the [conversion] [continuation] is           
                              
, 20__.



     2. The aggregate amount of the proposed Advances to be [converted] is $        
             or [continued] is $                    .



     3. The Advances are to be [converted into] [continued as] [LIBOR] [Prime Rate] Advances.



     4. The duration of the Interest Period for the LIBOR Advances included in the [conversion]
[continuation] shall be            months.



     5. The Advances to be [converted] [continued] are:




o US Advances




o Singapore Advances



     6. The undersigned, on behalf of each Borrower, hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the proposed [conversion]
[continuation], before and after giving effect thereto and to the application of the proceeds
therefrom:



          (a) each of the representations and warranties made by each Borrower in or pursuant to the
Loan Documents shall be true and correct in all material respects on and as of such date as if made
on and as of such date, except to the extent such representations and warranties expressly relate
to an earlier date, in which case such representations and warranties shall have been true and
correct in all material respects as of such earlier date; and




          (b) no Default or Event of Default shall have occurred as of or on such date or after giving
effect to the [conversion] [continuation] requested to be made on such date.




[signature page follows]





 











 





	 	 	 	 	 
	 	ADMINISTRATIVE BORROWER:



AVIAT NETWORKS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	SINGAPORE BORROWER:



AVIAT NETWORKS (S) PTE. LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



For internal Bank use only




	 	 	 	 	 	 	 	 	 	 	 	 	 
	LIBOR Pricing Date	 	LIBOR	 	 	LIBOR Variance	 	 	Maturity Date	 
	 
	 	 	 	 	 	 	—%		 	 	 	 






 









 






EXHIBIT D




COMPLIANCE CERTIFICATE



			
	TO: SILICON VALLEY BANK 

FROM: AVIAT NETWORKS, INC.
	 	Date:               
                     
     






     The undersigned authorized officer of Aviat Networks, Inc. (“Administrative Borrower”)
certifies that under the terms and conditions of the Loan and Security Agreement dated as of
September 30, 2010 (as amended, modified, supplemented or restated from time to time, the “Loan
Agreement”), by and among Administrative Borrower, Aviat U.S., Inc. (“Opco”), Aviat Networks (S)
Pte. Ltd. (“Singapore Borrower” and together with the Administrative Borrower and Opco, each a
“Borrower” and collectively, “Borrowers”) and Silicon Valley Bank (“Bank”):



     (1) Each
Borrower is in complete compliance for the period ending              
        with all
required covenants except as noted below; (2) there are no Events of Default; (3) all
representations and warranties in the Loan Agreement are true and correct in all material respects
on this date except as noted below; provided, however, that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that those representations and warranties
expressly referring to a specific date shall be true, accurate and complete in all material
respects as of such date; (4) each Borrower, and each of its Subsidiaries, has timely filed all
material tax returns and reports that are required to be filed, and each Borrower has timely paid
all material foreign, federal, state and local taxes, assessments, deposits and contributions owed
by each Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Loan
Agreement; (5) (a)there are no collective bargaining agreements covering the employees of any
Borrower or any of their domestic Subsidiaries, (b) there is not pending, nor (to the knowledge of
any Borrower) is there threatened, any strike, walkout, slowdown or work stoppage, or any unfair
labor practice complaint or grievance or arbitration proceeding arising out of or under any
collective bargaining agreement covering the employees of any Borrower or any of their Subsidiaries
that, individually or in the aggregate, could reasonable be expected to result in a Material
Adverse Change, and (c) the hours worked and payments made to employees of Borrowers and their
domestic Subsidiaries have not been in violation in any material respect of the Fair Labor
Standards Act or any other applicable law dealing with such matters; and (6) Borrowers are in
compliance with Section 6.6 of the Loan Agreement.



     Attached are the required documents supporting the certification. The undersigned certifies
that these are prepared in accordance with GAAP consistently applied from one period to the next
except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no
borrowings may be requested at any time or date of determination that Borrower is not in compliance
with any of the terms of the Agreement, and that compliance is determined not just at the date this
certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the
meanings given them in the Agreement.



Please indicate compliance status by circling Yes/No under “Complies” column.




	 	 	 	 	 
	Reporting Covenant	 	Required	 	Complies
	Quarterly financial statements with 

Compliance Certificate

	 	Within 45 days of fiscal quarter end
	 	Yes      No
	Annual financial statement (CPA
Audited) + Compliance Certificate

	 	Within 90 days of FYE
	 	Yes      No
	10-Q, 10-K and 8-K

	 	Within 5 days after filing with SEC
	 	Yes      No
	Board approved financial projections

	 	Within 45 days of FYE
	 	Yes      No






1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial Covenant	 	Required	 	 	 	 	 	 	Actual	 	Complies
	Maintain on a Quarterly Basis:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Minimum EBITDA
	 	Fiscal Quarter End	 	Minimum EBITDA	 	 	$	 	 	 	Yes    No	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	October 1, 2010	 	 	($18,000,000	)	 	 	 	 	 	 	 	 
	 
	 	December 31, 2010	 	 	($10,500,000	)	 	 	 	 	 	 	 	 
	 
	 	April 1, 2011	 	 	($7,000,000	)	 	 	 	 	 	 	 	 
	 
	 	July 1, 2011	 	 	($2,500,000	)	 	 	 	 	 	 	 	 
	 
	 	Each Subsequent Fiscal Quarter	 	$	1,000,000	 	 	 	 	 	 	 	 	 
	Minimum Liquidity
	 	 	2.50:1.00	 	 	 	 	 	 	 	__:1.00	 	 	Yes    No	 






	 	 	 	 	 
	 	 	Not Required Financial Covenant —	 	 
	Notification Purposes Only	 	For Pricing Purposes Only	 	 
	Consolidated Leverage Ratio

	 	___:___	 	 






     The following financial covenant analys[is][es] and information set forth in Schedule 1
attached hereto are true and accurate as of the date of this Certificate.



     The following are the exceptions with respect to the certification above: (If no exceptions
exist, state “No exceptions to note.”)



 




 





 









	 	 	 	 	 	 	 	 	 

	ADMINISTRATIVE BORROWER:	 	BANK USE ONLY
	 	 	 	 	 
	AVIAT NETWORKS, INC.	 	Received by:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	authorized signer
	 
	 	 	 	 	 	Date:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	Verified:	 	 
	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	Name:
	 	 	 	authorized signer 
	 

	 	 
	 	Title:
	 	Date:
	 	 
	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Compliance Status:             Yes             No







2











 





Schedule 1 to Compliance Certificate




Financial Covenants of Borrower



     In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan
Agreement shall govern.


Dated:                     



I. Liquidity Coverage (Section 6.7(a))



Required: 2.50:1.00



Actual:




	 	 	 	 	 	 	 

	A.
	 	Unrestricted domestic cash and Cash Equivalents	 	$	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	B.
	 	Domestic short-term and long-term marketable securities	 	$	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	C.
	 	Liquidity (line A plus line B)	 	$	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	D.
	 	All debts, principal, interest, Bank Expenses and other amounts Borrowers owe Bank now or later, whether under this
Agreement, the Loan Documents, or otherwise, including, without limitation, the Singapore Obligations, all
obligations relating to letters of credit (including
reimbursement obligations for drawn and undrawn letters of credit), cash management services, and including interest
accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrowers assigned to Bank
	 	$	_________________





Is line C at least 2.50 times greater than line D?




	 	 	 	 	 	 	 	 	 

	 

	 	 	 	No, not in compliance
	 	 	 	Yes, in compliance
	 

	 	 
	 	 	 	 	 	 





II. EBITDA (Section 6.7(b))



Required:




	 	 	 	 	 
	Fiscal Quarter End	 	Minimum EBITDA	 
	October 1, 2010
	 	 	($18,000,000	)
	December 31, 2010
	 	 	($10,500,000	)
	April 1, 2011
	 	 	($7,000,000	)
	July 1, 2011
	 	 	($2,500,000	)
	Each
Subsequent Fiscal Quarter
	 	$	1,000,000	 






3









 





Actual:




	 	 	 	 	 	 	 
	A.
	 	Consolidated Net Income	 	$		 

	 
	 
	 	To the extent deducted in the calculation of Net Income (Line A):	 	 		 
	 
	 
	 	(i) Consolidated Interest Charges	 	$		 

	 
	 
	 	(ii) Income tax expense	 	$		 

	 
	 
	 	(iii) Depreciation and amortization expense	 	$		 

	 
	 
	 	(iv) Non-cash restructuring charges	 	$		 

	 
	 
	 	(v) Non-cash stock-based compensation expense	 	 		 
	 
	 
	 	(vi) Other non-cash expenses	 	$		 

	 
	B.
	 	Sum of (i) through (vi)	 	$		 

	 
	 
	 	To the extent included in calculating Consolidated Net Income (Line A):	 	 		 
	 
	 
	 	(i) Income tax credits	 	$		 

	 
	 
	 	(ii) Other non-cash items increasing Net Income	 	$		 

	 
	C.
	 	Sum of Line (i) through (ii)	 	$		 

	 
	D.
	 	EBITDA (Line A + Line B - Line C)	 	$		 





Is Line D at least the amount required (see chart above)?                      No, not in compliance _____ Yes, in
compliance



III. Consolidated Leverage Ratio (Section 2.4(c), “LIBOR Rate Margin,” “Prime Rate Margin”)



Actual:




	 	 	 	 	 	 	 	 	 	 

	A.	 	Consolidated Funded Indebtedness	 	 	 	 	 
	 
	 

	 	(i)
	 	outstanding principal amount of all
obligations (current or long-term) for borrowed money (including borrowings under
the Loan Agreement) and all debt obligations evidenced by
bonds, debentures, notes, loan agreements or other similar
instruments
	 	 	$	 	 

	 
	 

	 	(ii)
	 	purchase money Indebtedness
	 	 	$	 	 

	 
	 

	 	(iii)
	 	direct, non-contingent obligations arising under drawn
letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and
similar instruments
	 	 	$	 	 

	 
	 

	 	(iv)
	 	obligations in respect of the deferred purchase price of
property or services (other than trade accounts payable in
the ordinary course of business)
	 	 	$	 	 

	 
	 

	 	(v)
	 	attributable Indebtedness in respect of capital leases
and synthetic lease obligations
	 	 	$	 	 

	 
	 

	 	(vi)
	 	Indebtedness of the types referred to in clauses (i)
through (v) above of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited
liability company) in which a Borrower or a Subsidiary is a
general partner or joint venturer, unless such Indebtedness
is expressly made non-recourse to such Borrower or such
Subsidiary; provided that the
	 	 	$	 	 







4









 






	 	 	 	 	 	 	 	 	 	 	 

	 

	 	 	 	amount of Indebtedness included
under this section (vi) shall be restricted to the amount of
Indebtedness attributable to such Borrower or Subsidiary as a
general partner or joint venturer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	B.	 	Sum of (A)(i) through (A)(vi)	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	C.	 	Cash collateral posted for any of A(i) through A(vi)	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	D.	 	EBITDA for fiscal quarter ending         
             &                     	 	 	$	 	 





Consolidated Leverage Ratio (Line B minus Line C to Line D):                     
 :                        







5









 








EXHIBIT E




FORM OF CORPORATE BORROWING CERTIFICATE



Date: ________




Borrowers: Aviat Networks, Inc. (“Parent”) and Aviat U.S., Inc. (“Opco”)

Bank:         Silicon Valley Bank


                               I hereby certify as follows, as of the date set forth above:





	1.	 	I am the Secretary, Assistant Secretary or other officer of each of Parent and Opco. My
title is as set forth below.
	 
	2.	 	Each of Parent’s and Opco’s exact legal name is set forth above. Parent and Opco each are
corporations existing under the laws of the State of Delaware.
	 
	3.	 	Attached hereto as Exhibits A-1 and A-2 are true, correct and complete copies
of the Certificate of Incorporation (including amendments) of each of Parent and Opco, as
filed with the Secretary of State of the state in which each of Parent and Opco is
incorporated as set forth in paragraph 2 above. Each Certificate of Incorporation has not
been amended, annulled, rescinded, revoked or supplemented, and remain in full force and
effect as of the date hereof.
	 
	4.	 	Attached hereto as Exhibits B-1 and B-2 are true, correct and complete copies
of the by-laws (including amendments) of each of Parent and Opco. Each set of by-laws has not
been amended, annulled, rescinded, revoked or supplemented, and remain in full force and
effect as of the date hereof.
	 
	5.	 	The resolutions attached hereto as Exhibits C-1 and C-2 were duly and validly
adopted by the Board of Directors of each of Parent and Opco each at a duly held meeting of
such directors (or pursuant to a unanimous written consent or other authorized corporate
action). Such resolutions are in full force and effect as of the date hereof and have not
been in any way modified, repealed, rescinded, amended or revoked, and Bank may rely on them
until Bank receives written notice of revocation from Borrower.
	 
	6.	 	Attached hereto as Exhibits D-1 and D-2 are copies of a certificate of status
of each of Parent and Opco, each dated within 30 days of the Effective Date, issued by the
Secretary of State of the state of Delaware which indicates that each of Parent and Opco are
in good standing in such jurisdiction.
	 
	7.	 	As of the date hereof, each of the following officers or employees of Parent, whose names,
titles and signatures are below, may act on behalf of Parent and any one of the persons
designated below with a checked box beside his or her name may, from time to time, add or
remove any individuals to and from the above list of persons authorized to act on behalf of
Parent:





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Authorized to
	 	 	 	 	 	 	 Add or Remove
	Name	 	Title	 	Signature	 	Signatories
	 	 	 	 	 	 	 
	Charles D. Kissner
	 	Chairman and CEO
	 	 	 	o
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Thomas L. Cronan III
	 	Chief Financial Officer
	 	 	 	o
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Carol A. Goudey
	 	Corporate Treasurer
	 	 	 	o
	 
	 	 	 	 	 	 





6









 







	8.	 	As of the date hereof, each of the following officers or employees of Opco, whose names,
titles and signatures are below, may act on behalf of Opco and any one of the persons
designated below with a checked box beside his or her name may, from time to time, add or
remove any individuals to and from the above list of persons authorized to act on behalf of
Opco:





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Authorized to
	 	 	 	 	 	 	 Add or Remove
	Name	 	Title	 	Signature	 	Signatories
	 	 	 	 	 	 	 
	Charles D. Kissner
	 	Chairman and CEO
	 	 	 	o
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Thomas L. Cronan III
	 	Chief Financial Officer
	 	 	 	o
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Carol A. Goudey
	 	Corporate Treasurer
	 	 	 	o
	 
	 	 	 	 	 	 






	9.	 	Each of the persons listed above are the respective officers or employees of each of Parent
and Opco with their titles and signatures shown next to their names.





	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     I, the __________________________ of each of Parent and Opco, hereby certify as to paragraphs
1 through 9 above, as of the date set forth above.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




7











 





EXHIBIT F




FORM OF CORPORATE BORROWING CERTIFICATE

FOR SINGAPORE BORROWER



Date:                     




Borrowers: Aviat Networks (S) Pte. Ltd.

Bank:          Silicon Valley Bank



I hereby certify as follows, as of the date set forth above:





	1.	 	I am the Secretary, or other officer of Singapore Borrower. My title is as set forth below.






	2.	 	Singapore Borrower’s exact legal name is set forth above. Singapore Borrower is a private
company limited by shares incorporated under the laws of the Republic of Singapore.






	3.	 	Attached in Exhibit A hereto are true, correct and complete copies of Singapore
Borrower’s Certificate of Incorporation and Memorandum and Articles of Association (including
amendments), as filed with the Accounting and Corporate Regulatory Authority in Singapore.
Such Certificate of Incorporation and Memorandum and Articles of Association have not been
amended, annulled, rescinded, revoked or supplemented, and remain in full force and effect as
of the date hereof.






	4.	 	Attached in Exhibit B hereto is a true, correct and complete copy of the resolutions
duly adopted by the board of directors and members of Singapore Borrower authorizing the
execution, delivery and performance of the Loan Documents (and any agreement relating thereto)
to which it is a party. Such resolutions are in full force and effect as of the date hereof
and have not been in any way modified, repealed, rescinded, amended or revoked, and Bank may
rely on them until Bank receives written notice of revocation from Singapore Borrower.






	5.	 	The following persons are now duly elected and qualified directors, secretaries and duly
appointed attorneys of Singapore Borrower holding the offices indicated next to their
respective names below, and the signatures appearing opposite their respective names below are
the true and genuine signatures of such officers / attorney. Each of such directors / attorney
is duly authorized to execute and deliver on behalf of Singapore Borrower each Loan Document
to which it is a party and any certificate or other document to be delivered by the Borrower
pursuant to such Loan Document:





	 	 	 	 	 
	Name	 	Title	 	Signature
	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 	 
	 
	 	 
	 	 





 









 






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


I, the
                              of Borrower, hereby certify as to paragraphs 1 through 5 above, as of the date set forth above.




[print title]





	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: