Exhibit
10.3


SECOND
AMENDMENT TO CREDIT AGREEMENT


This Second Amendment to Credit Agreement
dated as of June 1, 2007 (this “Amendment”) is
entered into with reference to the Credit Agreement dated as of October 2, 2006
(as previously amended, the “Credit Agreement”)
among Wireless Facilities, Inc., a Delaware corporation (“Borrower”),
the Lenders party thereto, and KeyBank National Association, as Administrative
Agent.  Borrower and the Administrative
Agent, acting on behalf of the Requisite Lenders under the Credit Agreement,
agree to amend the Credit Agreement as follows:


1.                                       Definitions.  Capitalized terms used but not defined herein
have the meanings set forth in the Credit Agreement.


2.                                       One Time
Extension of Time Period to Deliver Quarterly and Yearly Financials.  For the fiscal year of Borrower ended on
December 31, 2006, and the fiscal quarters of Borrower ended on March 31, 2007
and June 30, 2007, the time periods for delivering the financial statements
described in Sections 6.1(a) and (b) of the Credit Agreement, respectively, is
extended to the Permitted Delayed Reporting Date (as defined below).  This is a one-time extension, and the time
periods for delivering the financial statements described in Sections 6.1(a) and
(b) for subsequent fiscal quarters and fiscal years is as set forth in the
Credit Agreement.


“Permitted Delayed Reporting Date” means the first to occur
of:


(a)                                  September 30,
2007; and


(b)                                 the date upon
which the Borrower has filed both of the following with the Securities and
Exchange Commission (the “Commission”):
(i) its Form 10-K with its financial statements for the fiscal year of Borrower
ended on December 31, 2006 (“Borrower’s 10-K”),
and (ii) its Form 10-Q with its financial statements for the fiscal quarters of
Borrower ending on March 31, 2007 and June 30, 2007 (“Borrower’s
10-Q”).


3.                                       One Time
Extension of Time Period to Deliver Compliance Certificate.  The time period for delivering the Compliance
Certificates for the fiscal year ended December 31, 2006 and the fiscal quarters
ended March 31, 2007 and June 30, 2007, as required by Section 6.2(a)
of the Credit Agreement, is extended to the Permitted Delayed Reporting Date.
 This is a one-time extension, and the time period for delivering
subsequent Compliance Certificates is as set forth in the Credit Agreement.


4.                                       One Time
Consent to Late Filing of Borrower’s 10-K and 10-Q and Related Waivers;
Limitation on Additional Borrowing.


(a)                                  Until the
Permitted Delayed Reporting Date, Borrower’s failure to file with the
Commission Borrower’s 10-K or Borrower’s 10-Q by the applicable deadline
specified by the Commission, for the reasons set forth in the Form 12b-25
attached hereto as Exhibit A, filed by the Borrower with the Commission
on



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March 16, 2007 (as filed, the “Form 12b-25”),
shall not, without more, constitute a Default, an Event of Default or a
Material Adverse Effect.


(b)                                 For purposes of
Section 8(a) of this Amendment (but not for purposes of Section 4.2(a) of the
Credit Agreement), the representations and warranties made in the Credit
Agreement (but not in any Request for Extension of Credit submitted by the
Borrower after the date hereof) shall be modified to the extent caused by
matters described in Part III of the Borrower’s Form 12b-25, matters reasonably
related thereto, or matters incidental thereto that are not material to the
Borrower.  For the avoidance of doubt,
the Lenders and the Borrower hereby agree that the Lenders shall not be
required to honor any Requests for Extensions of Credit made by the Borrower on
or after the date hereof until Borrower has (i) filed with the Commission (and
delivered copies to Administrative Agent) of Borrower’s 10-K and Borrower’s
10-Q, (ii) delivered to Administrative Agent Borrower’s financial statements
and Compliance Certificates described in Sections 2 and 3 of this Amendment,
and (iii) all other conditions of Section 4.2 of the Credit Agreement are
satisfied.


(c)                                  Administrative
Agent and the Requisite Lenders agree to the limited waivers set forth in
Sections 4(a) and 4(b) of this Amendment, it being acknowledged by Borrower
that each is a one-time waiver ending on the Permitted Delayed Reporting Date.


5.                                       Permanent
Decrease in “Total Commitments”;  Deletion
of Credit Agreement Section 2.12.  Pursuant to Section 2.5 of the Credit Agreement,
Borrower hereby permanently and irrevocably reduces the Total Commitments (a)
effective on the date hereof, to $55,000,000;  (b) effective on September 30, 2007, to
$50,000,000;  and (c)  effective upon receipt by Borrower of
principal payments under the below defined LCC Note (or sales proceeds of the
same), to $35,000,000.  In addition to
the foregoing, Borrower, Administrative Agent and the Requisite Lenders hereby
agree to delete Section 2.12 of the Credit Agreement in its entirety.


6.                                       Conditions Subsequent.  (a)  The
Borrower hereby agrees to deliver preliminary, unaudited drafts of the
financial statements required pursuant to Section 6.1(b) of the Credit
Agreement for the fiscal quarter ended March 31, 2007, by no later than June
15, 2007.


(b)                                 In connection with the
Borrower’s sale (the “Sale”) of its
engineering business to LLC International, Inc. (“Purchaser”)
pursuant to that certain Asset Purchase Agreement dated as of May 29, 2007, the
Borrower is retaining working capital in the approximate amount of $7,000,000
(the “Retained W/C”).  The Borrower hereby agrees to apply the
amount $4,000,000 of the Retained W/C to payment of Loans currently outstanding
under the Credit Agreement as follows: 
$1,000,000 on or before each of June 29, 2007, July 31, 2007, August 31,
2007 and September 28, 2007.


(c)                                  In connection with the Sale,
the Borrower is receiving a Subordinated Promissory Note from the Purchaser in
the original principal amount of $22,000,000 (the



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“LCC Note”).  The
Borrower hereby agrees to apply (immediately upon receipt thereof) all (i)
principal payments received under the LCC Note and/or (ii) proceeds of the sale
of the LLC Note to payment of Loans then outstanding under the Credit
Agreement.  Borrower further acknowledges
and agrees that no Disposition of the LLC Note is permitted under the Loan
Documents.


7.                                       Conditions
Precedent.  The
effectiveness of this Amendment is conditioned upon the receipt by the
Administrative Agent of (a) written consents to the execution, delivery and
performance hereof from the Requisite Lenders under the Credit Agreement, (b)
the payment of $14,000,000 on the date hereof (being a portion of the proceeds
from the Sale for application to payment of a portion of the Loans currently
outstanding under the Credit Agreement as described in Section 2 of that
certain Release Agreement dated as of the date hereof between the
Administrative Agent and the Borrower, and (c) the LLC Note.


8.                                       Representations
and Warranties.  Borrower
represents and warrants to the Administrative Agent and the Lenders that:


(a)                                  Except as
specifically described in Section 4 above and as otherwise provided in
this Section 8, no Default or Event of Default has occurred and remains
continuing and that each of the representations and warranties of Borrower
contained in Section 5 of the Credit Agreement is true and correct in all
material respects as of the date hereof (except to the extent that such
representations and warranties specifically refer to an earlier date).


(b)                                 From the
Closing Date to the date this Amendment becomes effective pursuant to
Section 7 hereof, no event or circumstance has occurred that constitutes a
Material Adverse Effect.


(c)                                  The information
provided by Borrower to the Lenders in connection with this Amendment, taken as
a whole, has not contained any untrue statement of a material fact and has not
omitted a material fact necessary to make the statements contained therein,
taken as a whole, not misleading under the totality of the circumstances
existing at the date such information was provided and in the context in which
it was provided.


9.                                       Notice of
Material Adverse Effect.  If
any event or circumstance constituting a Material Adverse Effect relating to
the matters described in Form 12b-25 occurs, Borrower shall deliver notice
to the Administrative Agent describing such Material Adverse Effect in
reasonable detail promptly after, to the best knowledge of Borrower, such event
or circumstance occurs.


10.                                 Effect of
Limited Waiver; Confirmation.  Except to the limited extent expressly set
forth in this Amendment, no consent or waiver, express or implied, by the
Administrative Agent or any Lender to or for any breach of or deviation from
any covenant, condition or duty by any Credit Party may be deemed a consent or
waiver to or of any other breach of



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the same or any other covenant, condition or duty.  In all other respects, the terms of the
Credit Agreement and the other Loan Documents are confirmed.


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


	
  

  	
  WIRELESS FACILITIES, INC.,

  a Delaware corporation,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION, as

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 



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CONSENT OF GUARANTORS


Reference is made to the Second Amendment to Credit Agreement (“Amendment”) dated as of June 1, 2007 entered into with
reference to the Credit Agreement dated as of October 2, 2006 (the “Credit Agreement”) among Wireless Facilities, Inc., a
Delaware corporation (“Borrower”),
the Lenders party thereto, and KeyBank National Association, as Administrative
Agent. Capitalized terms used but not defined in this Consent of Guarantors
have the meanings given to them in the Amendment.


Reference is also made to the Multi-Party Guaranty dated as of October
2, 2006, and executed by the Guarantors party thereto (the “Guaranty”).


Each of the undersigned consents to the changes to the Credit Agreement
contemplated by the Amendment.  Each of
the undersigned agrees that the execution of this Consent of Guarantors is not
necessary for the continued validity and enforceability of the Guaranty, but is
executed to induce the Administrative Agent and the Lenders to agree to the
Amendment.


Each of the undersigned represents and warrants to the Administrative
Agent and the Lenders that the Guaranty remains in full force and effect in
accordance with its terms.


This Consent of Guarantors is dated as of the date of the Amendment.


	
  

  	
  MADISON RESEARCH CORPORATION, an

  Alabama corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
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  SECUREPLANET,
  INC., a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
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  WFI NMC
  CORP., a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
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  Title:

  	
   

  	
   

  



 



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  WFI
  TEXAS, INC., a Texas corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  WFI
  GEORGIA INC., a Georgia corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  WFI
  DELAWARE INC., a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  WFI
  GOVERNMENT SERVICES, INC., a

  Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  DEFENSE
  SYSTEMS, INCORPORATED, a

  Virginia corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



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  JMA
  ASSOCIATES, INC., a Delaware

  corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WFI
  SOUTHWEST L.P., a Texas limited

  partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WFI Texas, Inc.,
  a Texas corporation,

  	
   

  
	
   

  	
   

  	
  its General
  Partner:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



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CONSENT
OF LENDER


This Consent of Lender is delivered with reference to the Credit
Agreement dated as of October 2, 2006 (the “Credit Agreement”)
among Wireless Facilities, Inc., a Delaware corporation (“Borrower”),
the Lenders party thereto, and KeyBank National Association, as Administrative
Agent. Capitalized terms used but not defined in this Consent of Lender have
the meanings given to them in the Credit Agreement.


The undersigned Lender consents to and
approves of the execution, delivery and performance of the proposed Second
Amendment to Credit Agreement dated as of June 1, 2007, by the Administrative
Agent on behalf of the Lenders, in the form attached to this Consent of Lender.


	
  

  	
   

  	
   

  
	
  [Typed/Printed
  Name of Lender]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
						



 


 


 


FIRST AMENDMENT


CONSENT OF LENDER











EXHIBIT
A


FORM
12B-25