Exhibit 10.1


 





KeyBank National Association

Mailcode:
CA-03-03-2900

Three Embarcadero Center, Ste. 2900

San Francisco, CA 94111


Tel:        
415-733-2476


Fax:         415-733-2480


E-mail:

kmcbride@keybancem.com


August 4,
2006


Wireless
Facilities, Inc.

4810 Eastgate Mall

San Diego, California 92121


Attention:                                         Scott Brickner

Treasurer


Re: $85,000,000 Senior Secured Credit Facilities – Facility Letter


Ladies and Gentlemen:


You
have advised KeyBank National Association (“KeyBank”) that Wireless Facilities,
Inc. (“you” or the “Company”) intends
to acquire (the “Acquisition”) all the issued and outstanding capital stock (the “Shares”) of Madison
Research Corporation (the “Target”) for
cash (the “Offer”) by a wholly-owned subsidiary of the Company (“Offer Subsidiary”) for a majority of the outstanding
Shares on a fully diluted basis (the “Minimum Shares”) through a merger (the “Merger”)
of the Target with a Merger subsidiary
of the Offer Subsidiary. The target will be the surviving entity and a wholly-owned subsidiary of the Offer Subsidiary. We
understand that the cash consideration to be paid for the Shares acquired in connection with the Acquisition will
be up to $70,000,000. You have further
advised us that in connection with the foregoing the Company will obtain a five-year revolving credit
facility (the “Facility” and; together with
the Acquisition, the “Transactions”) in an aggregate principal amount of up to $85,000,000 (as more fully described in the Summary
of Principal Terms and Conditions attached
hereto as Exhibit A (the “Term Sheet”)).


You
have requested that KeyBank (i) agree to structure, arrange and syndicate the Facility and (ii) commit to provide the Facility
and to serve as exclusive advisor, sole lead arranger, sole bookrunner, sole syndication agent and administrative
agent therefore, KeyBank is pleased
to advise you of (i) its willingness to act as exclusive advisor, sole lead arranger, sole bookrunner, sole syndication
agent and administrative agent for the Facility
and (ii) its commitment to provide the entire amount of the Facility (the “Commitment”)
upon the terms and subject to the conditions set forth or referred to in this commitment letter and the Term Sheet (together
the “Commitment Letter”).









 



KeyBank reserves the right and intends, prior to or after
the execution of the definitive documentation with respect to the Facility (the “Facility
Documents”), to syndicate all or a portion of its commitment to one or more financial
institutions or other persons (such entities, together with KeyBank, the “Lenders”)
identified by KeyBank in consultation with, and reasonably acceptable to, you, which
Lenders will become parties to the Facility Documents. It is agreed that KeyBank will act
as the sole administrative agent and exclusive advisor for, and sole lead arranger, sole
bookrunner and sole syndication agent of, the Facility and that no additional
agents or co-agents or co-arrangers will be appointed without the prior written
consent of KeyBank.


Key shall be entitled, after
consultation with Borrower, to change the pricing, terms, allocation or structure
of the Facilities (provided that; the total amount of the Facilities remains
unchanged) either before or after the closing of the Facilities, if Key the
Lead Arranger
determines in its reasonable discretion that such changes are advisable in
order to ensure a successful
syndication or an optimal capital structure. The commitments of Key under any Commitment Letter shall be subject
to the agreements of this paragraph. The
Term Sheet shall be deemed to be amended to reflect such changes and the syndication process shall continue. The
agreements in this paragraph shall survive the closing of the Facilities.


KeyBank will manage, in consultation with you, all
aspects of the syndication, including decisions as to the selection of institutions to
be approached and when they will be approached, when their commitments will be
accepted and which institutions will participate in the allocations of the commitments
among the Lenders. You agree to assist KeyBank in forming any such syndicate and to
provide the potential Lenders, promptly upon request, with all information reasonably
requested by them to complete successfully the syndication, including but not
limited to (a) your assistance in the preparation of an information package,
including a Confidential Information Memorandum for the Facility and other marketing
materials for delivery to potential Lenders and participants, and (b) such other information
and projections prepared by you or your advisors relating to the Transactions as may be
reasonably requested by KeyBank or the potential Lenders. You also agree to
participate in, and to make appropriate senior officers and representatives of the Company available
to participate in, informational meetings for potential Lenders and
participants at such times and places as KeyBank may reasonably request and to
use commercially
reasonable efforts to ensure that KeyBank’s syndication efforts materially
benefit from the Company’s existing lending relationships.


To
ensure an orderly and effective syndication of the Facility, you agree that,
from the date hereof until the termination of
the syndication (as reasonably determined by KeyBank), you will not and will not permit any of your affiliates to and,
after consummation of the Merger you
will not permit the Target and its affiliates to, syndicate or issue, attempt
to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in
discussions concerning the syndication or issuance of, any debt security
or commercial bank or other debt facility (including any









 



renewals thereof), without the prior written consent of
KeyBank; provided, however, that the foregoing shall not apply to the
transactions contemplated in this Commitment Letter.


You represent and warrant and covenant that, to the best
of your knowledge:


(a)   all written information (other than financial projections) taken with
your filings with the SEC which
have been or are hereafter furnished to KeyBank by you or any of your representatives in connection with the
Transactions is complete and correct as of the date thereof in all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements contained therein not
misleading in light of the circumstances under which such statements were or are made; and


(b)     all financial projections taken with your filings with the SEC that have
been or are hereafter
prepared by you or on your behalf and made available to KeyBank have been or will be prepared in good
faith based upon what you believe to be reasonable assumptions (it being understood that
such projections are subject to significant uncertainties and contingencies, many of
which are beyond your, or the Target’s, control and that no assurance can be given
that the projections will be realized).


You agree to supplement the information and projections
referred to in clauses (a) and (b) above from time to time until completion of the syndication so that the
representations and warranties in the
preceding sentence remain correct without regard to when such information
and projections were furnished. In issuing this Commitment Letter and arranging and syndicating the Facility, KeyBank
will be entitled to use and rely on such information and projections without independent verification thereof.


The commitment of KeyBank hereunder is subject to your
compliance with the terms and conditions of this Commitment Letter and the Fee
Letter (as hereinafter defined); please note, however, that the terms and conditions of KeyBank’s commitment
hereunder are not limited to those set
forth herein and that those matters that are not covered or made clear herein are subject to mutual agreement of
the parties hereto.


In addition to the fees
described in the Term Sheet (including Annex I thereto) hereto, the Company will pay the fees
set forth in the fee letter dated the date hereof (the “Fee Letter”) between you
and KeyBank. The terms of the Fee Letter are an integral part of KeyBank’s commitment and
undertaking hereunder and constitute part of this Commitment Letter for
all purposes hereof. Each of the fees described in the Fee Letters and the Term
Sheet hereto shall be nonrefundable when paid unless otherwise specified. You agree that neither
you nor any of your affiliates will pay to any Lender any compensation or award
any titles of any kind for its participation in the Facility except as
expressly provided for in this Commitment Letter, Term Sheet or in the Fee
Letter, or as you and we otherwise agree.









 



You agree to reimburse KeyBank
and its affiliates for their reasonable out-of-pocket fees and expenses
incurred in connection with the preparation, execution and delivery of this letter, the Fee Letter
and the Facility Documents and the activities thereunder or contemplated thereby,
including without limitation syndication expenses and the reasonable fees and
expenses of a single outside counsel to KeyBank and its affiliates (whether incurred
before or after the execution of this letter), whether or not any of the transactions contemplated
hereby are consummated. You further agree to pay all reasonable out-of-pocket
costs and expenses of KeyBank (including without limitation, reasonable fees and
disbursements of counsel) incurred in connection with the enforcement of any of
its rights and remedies hereunder.


You agree to indemnify and hold harmless each of KeyBank
and each other Lender, their respective affiliates and each of their respective
directors, officers, employees, agents and advisors (each, an “Indemnified
Party”), from and against any and all claims, damages, liabilities (including
securities law liabilities), losses and expenses, including reasonable fees, expenses and
disbursements of counsel, which may be incurred by or asserted against an Indemnified
Party in connection with KeyBank’s or any Lender’s commitment or participation in the
transactions contemplated by this letter, the Facility or any related matter or any
investigation, litigation or proceeding in connection therewith and whether or
not the Acquisition is consummated or the Facility is drawn upon and whether or
not such
investigation, litigation or proceeding is brought by the Company, any of its shareholders or
creditors, an Indemnified Party or any other person, or an Indemnified Party is
otherwise a party thereto, except to the extent such claim, damage, loss,
liability or expense resulted
from such Indemnified Party’s own gross negligence or willful misconduct. No Indemnified Party shall be
responsible or liable to any other party hereto or any other person for consequential damages that may be alleged as a
result of this letter or the breach of any party’s obligations hereunder
or have any liability (whether direct or
indirect, in contract, tort or otherwise) to the Company or any of its
shareholders or creditors for or in connection with the transactions
contemplated hereby except to the extent such liability resulted from such
Indemnified Party’s gross negligence or willful misconduct.


This letter is delivered to you on the understanding
that neither this letter nor any other agreement between us related to this
letter or the Transactions, including the Term Sheet, and the Fee Letter, nor
any of their terms or substance shall be disclosed, directly or indirectly, to any other
person except (a) to your officers, agents and advisors who are directly
involved in the consideration of this matter (and then only on a confidential
and “need
to know” basis) or (b) as may be compelled in a judicial or administrative proceeding or as
otherwise required by law (in which case you agree to inform us promptly thereof);
provided, however, that you may, after your acceptance of this Commitment Letter and the Fee Letter, and
only in connection with the Acquisition, disclose
this letter and the Term Sheet (including Annex I attached thereto) and their terms
and substance (but not the Fee Letter or its terms and substance) (i) to the
Target and others in connection with or
related to the Acquisition, and (ii) to other persons to the extent the information being disclosed has been
previously made publicly available other









 



than through a breach of the terms of this Commitment
Letter. Notwithstanding any of the
foregoing to the contrary, you, KeyBank and each Lender may disclose to any and
all persons any information with
respect to the U.S. federal income tax treatment and U.S. federal income tax
structure of the transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are provided to KeyBank or such
Lender relating to the tax treatment and tax structure.


Our
offer to provide the Facility will terminate at 5 PM, Pacific Standard Time,
(i) on August 8, 2006, unless on or
before that time you accept this letter by signing and returning an enclosed counterpart of this letter
and the Fee Letter and (ii) if accepted by you on or prior to such time, on the earlier of (a) (i) termination of
the merger agreement and (ii)
December 31, 2006 and (b) and the date of execution of the Facility Documents. In any event your obligations with respect to
indemnification, fees, costs, expenses and confidentiality shall remain in full force and effect, regardless of any
termination of the commitment of
KeyBank made hereunder; provided, that upon execution of the Facility Documents, your obligations with respect to
indemnification set forth herein shall terminate
automatically and be superseded by the indemnification provisions of the Facility Documents.


This
letter is intended to be solely for the benefit of the parties hereto and is
not intended to confer any benefits
upon, or create any rights in favor of, any person other than the parties hereto. This Commitment Letter is not
intended to create a fiduciary relationship among the parties hereto. You acknowledge that KeyBank may provide debt
financing, equity capital or other services (including financial advisory
services) to parties whose interests
may conflict with your or the Target’s respective interests. KeyBank will not furnish confidential information obtained from you,
the Target or any of your or its respective
affiliates to any of KeyBank’s other customers. Furthermore, KeyBank shall have no obligation to use in connection with the
transactions contemplated hereby, or to furnish to you or the Target,
confidential information obtained by KeyBank or any of its affiliates from any
other person.


This
letter and KeyBank’s commitment hereunder may not be assigned by you without the prior written consent of KeyBank, and any
attempted assignment without such consent
shall be void. KeyBank’s commitment hereunder may be assigned thereby to any of
its affiliates or, in consultation with you, to any Lender. Any such assignment
to an affiliate shall not relieve KeyBank from any of its obligations hereunder
unless and until the Facility
Documents with respect to such assigned commitment shall have been executed and delivered by the parties thereto, but
any assignment to a Lender shall be by novation and shall release KeyBank from
its commitment hereunder pro tanto. This letter may not be amended or modified
or any provision hereof waived except in writing signed by you and KeyBank.
This Commitment Letter together with the Term Sheet (including Annex 1 thereto) and the Fee Letter sets forth the
entire agreement between the parties with respect to the matters addressed
herein and supersedes all prior communications, written or oral, with respect hereto. This letter shall be governed by
and construed in accordance with the
internal laws of the State of California. Each party hereto irrevocably









 



waives all right to trial by
jury in any action, proceeding or counterclaim (whether based on contract, tort
or otherwise) arising out of or relating to this Commitment Letter or the transactions
contemplated hereby or the actions of the parties hereto in the negotiation, performance or enforcement hereof. This
letter may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original and
all of which together shall constitute one and the same instrument. Delivery of
an executed counterpart of a
signature page of this letter by facsimile transmission shall be effective as delivery of a manually signed
counterpart hereof.


We appreciate the opportunity to assist you in this very
important transaction.


Very truly yours,


	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Robert W.
  Boswell

  	
   

  
	
  Name:

  	
  Robert W.
  Boswell

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  
	
   

  
	
  Accepted and
  agreed to as of the date first

  above written:

  
	
   

  
	
  WIRELESS
  FACILITIES, INC.

  	
  

  
	
   

  
	
  By:

  	
  /s/ Scott
  Brickner

  
	
  Name:

  	
  Scott Brickner

  
	
  Title:

  	
  Treasurer

  
								



 















 




	
  

  	
   

  	
  Summary of Terms and Conditions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $85,000,000 Senior Credit Facility

  
	
   

  	
   

  	
   

  
	
  Borrower:

  	
   

  	
  Wireless Facilities, Inc.

  
	
   

  	
   

  	
   

  
	
  Lead Arranger and Book Runner:

  	
   

  	
  KeyBanc Capital Markets (“KeyBanc”)

  
	
   

  	
   

  	
   

  
	
  Administrative Agent:

  	
   

  	
  KeyBank National Association (“KeyBank”)

  
	
   

  	
   

  	
   

  
	
  Lenders:

  	
   

  	
  A syndicate of financial institutions (including
  KeyBank) arranged by Key, which institutions shall be acceptable to the
  Borrower and the Administrative Agent.

  
	
   

  	
   

  	
   

  
	
  Facility:

  	
   

  	
  $85,000,000 five-year revolving credit facility to
  be provided by the Lenders with revolving commitments and will include a
  $10,000,000 sub-limit for letters of credit to be issued by the LC Issuer.

  
	
   

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
  On or about September 30th, 2006

  
	
   

  	
   

  	
   

  
	
  Security:

  	
   

  	
  Facility secured by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·  First
  priority perfected security interest in all domestic tangible and intangible
  assets of Borrower and Guarantors 

  
	
   

  	
   

  	
  ·  Pledge
  of 65% of capital stock of all Borrower’s and Guarantors’ existing and future
  material direct foreign subsidiaries 

  
	
   

  	
   

  	
  ·  Negative
  Pledge on all assets 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Borrower shall request that an assignment of claims
  be executed for US Government receivables. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baskets for leased assets and purchase money loans
  will be provided.

  
	
   

  	
   

  	
   

  
	
  Accordion Provision:

  	
   

  	
  At any time prior to December 31st, 2006, the Borrower will be
  able to expand the Facility to a maximum of $125,000,000 at any time after
  closing. Any increase will first be offered to existing Lenders, with no
  Lender required to increase its commitment. Additional Lenders may be added
  to reach the requested commitment amount without the consent of existing
  Lenders to the extent such increased commitment is not provided in full by
  the existing Lenders.

  
	
   

  	
   

  	
   

  
	
  Syndication Provision:

  	
   

  	
  Key shall be entitled, after consultation with
  Borrower, to change the pricing, terms, allocation or structure of the
  Facilities. If the Lead Arranger determines in its reasonable discretion that
  such changes are advisable in order to ensure a 

  






 


 



 1
 






 



 


 


	
  

  	
   

  	
  successful syndication. The commitments of Key under
  any Commitment Letter shall be subject to the agreements of this paragraph.
  The Term Sheet shall be deemed to be amended to reflect such changes and the
  syndication process shall continue. The agreements in this paragraph shall
  survive the closing of the Facility.

  
	
   

  	
   

  	
   

  
	
  Clear Market Provision:

  	
   

  	
  To ensure an orderly and effective syndication of
  the Facilities, until the completion of the syndication (as determined by
  KeyBank), the Borrower will not, and will not permit any of its affiliates
  to, syndicate or issue, attempt to syndicate or issue, announce or authorize
  the announcement of the syndication or issuance of, or engage in discussions
  concerning the syndication or issuance of, any debt or credit facility or
  debt security (including any renewals thereof) in the commercial bank,
  private placement or public securities markets, except as may be done with
  the prior written consent of KeyBank. This Clear Market Provision shall not
  apply to any performance of surety bonds entered into by the Borrower during
  the normal course of business.

  
	
   

  	
   

  	
   

  
	
  Letter of Credit Sub-limit:

  	
   

  	
  $10,000,000 sub-limit for the issuance of Standby
  Letters of Credit.

  
	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  General corporate purposes including refinancing of
  existing bank debt, working capital and acquisitions.

  
	
   

  	
   

  	
   

  
	
  Amortization:

  	
   

  	
  The Facility shall be interest only and have no
  amortization payments prior to the Maturity Date.

  
	
   

  	
   

  	
   

  
	
  Availability:

  	
   

  	
  Provided no Default or Event of Default exists, the
  borrowings under the Facility shall be available from the Closing Date until
  the Maturity Date (defined below). Borrower will be able to borrow, repay and
  re-borrow up to the total commitment amount until the Maturity Date.

  
	
   

  	
   

  	
   

  
	
  Maturity:

  	
   

  	
  Five (5) years from the Closing Date (the “Maturity
  Date”).

  
	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
  All material domestic subsidiaries. Material foreign
  subsidiaries to provide a 65% stock pledge.

  
	
   

  	
   

  	
   

  
	
  Drawdowns:

  	
   

  	
  Minimum initial amount of $1,000,000 with additional
  increments of $500,000. Maximum number of separate drawdowns at any one time
  set at five. Drawdowns are at the Borrower’s option with same day notice for
  Prime Rate borrowings, and three business days notice for LIBOR borrowings.

  
	
   

  	
   

  	
   

  
	
  Commitment Termination:

  	
   

  	
  The Borrower, at its sole option, may terminate the
  commitments of at least $5,000,000 at any time given three-business days
  notice.

  



 



 2
 






 



 


	
  Borrowing Rates:

  	
   

  	
  At the Borrower’s option, Alternative Base Rate plus
  the ABR Margin or 1-, 2-, 3-, and 6-month LIBOR plus the LIBOR Margin.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABR: The Alternative Base Rate
  (“ABR”) will be the higher of the Prime Rate and the Federal Funds Rate plus
  1⁄2%.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prime Rate: Means at any time the
  rate of interest most recently announced within KeyBank as its Prime Rate,
  with the understanding that KeyBank’s Prime Rate is one of its base rates and
  serves as the basis upon which effective rates of interest are calculated for
  those loans making reference thereto, and is evidenced by the recording
  thereof after its announcement in such internal publication or publications
  as KeyBank may designate. Each change in the Prime Rate will be effective on
  the day the change is announced within KeyBank.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LIBOR: For an interest period
  means the average of the rate of interest at which deposits (approximately equal
  to the amount of the requested loan and for the same term as the interest
  period) are offered to the Administrative Agent in the London interbank
  eurodollar market for delivery on the first day of the interest period, as
  adjusted for reserve requirements and rounded upwards if necessary to the
  next higher 1/100%.

  
	
   

  	
   

  	
   

  
	
  Applicable Margin / Fees:

  	
   

  	
  The pricing matrix below will be based on the
  Borrower’s ratio of Total Debt / EBITDA up to the most recent fiscal quarter
  end and calculated on a rolling four-quarter basis.

  



 




	
  Leverage Ratio (“X”)

  	
   

  	
   

  	
   

  	
  Commitment

  Fee (bps)

  	
   

  	
  LIBOR

  Margin (bps)

  	
   

  	
  Base Rate Margin

  (bps)

  	
   

  
	
  X ≥ 3.5

  	
   

  	
  75.0

  	
   

  	
  350.0

  	
   

  	
  150.0

  	
   

  
	
  X is ≥ 3.0 but
  < 3.5

  	
   

  	
  75.0

  	
   

  	
  300.0

  	
   

  	
  100.0

  	
   

  
	
  X is ≥ 2.5 but
  < 3.0

  	
   

  	
  60.0

  	
   

  	
  250.0

  	
   

  	
  50.0

  	
   

  
	
  X is ≥ 2.0 but
  < 2.5

  	
   

  	
  50.0

  	
   

  	
  225.0

  	
   

  	
  25.0

  	
   

  
	
  X is ≥ 1.5 but
  < 2.0

  	
   

  	
  40.0

  	
   

  	
  200.0

  	
   

  	
  0.0

  	
   

  
	
  X < 1.5

  	
   

  	
  30.0

  	
   

  	
  175.0

  	
   

  	
  0.0

  	
   

  






 


	
  

  	
   

  	
  Commitment Fee: A commitment fee,
  due quarterly in arrears, calculated on the average undrawn commitment amount
  of the Facility, as indicated in the pricing matrix above.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Underwriting Fee: Per the Fee
  Letter.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Accordion Fee: Per the Fee Letter.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Administration Fee: Per the Fee
  Letter.

  



 



 3
 






 



 


	
  Interest Payment Dates:

  	
   

  	
  Interest on ABR loans will be payable quarterly.
  Interest on LIBOR loans will be payable at the end if each interest period
  selected by the Borrower (one, two, three or six-month), and at the end of
  three months in the case of a six-month interest period. From and after the
  occurrence of an Event of Default, interest will accrue at the rate otherwise
  applicable plus 2.00% per annum. Interest on all loans will also be payable
  upon their conversion to another pricing option, prepayment and maturity. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All interest and fees will be computed on the basis
  of actual days elapsed in a 360-day year.

  
	
   

  	
   

  	
   

  
	
  Notices of Borrowing:

  	
   

  	
  The Borrower will give KeyBank advance notice of its
  intent to borrow as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABR borrowings — 1 business day

  LIBOR borrowings — 3 business days

  
	
   

  	
   

  	
   

  
	
  Voluntary Prepayments:

  	
   

  	
  The Borrower may prepay any ABR loan without premium
  or penalty on one business day’s advance notice. Subject to applicable LIBOR
  breakage costs, the Borrower may prepay any LIBOR loan without premium or
  penalty during an interest period on three business days’ advance notice.
  Prepayments will be at least $1,000,000 and a multiple of $500,000, and will
  include interest accrued to the prepayment date, plus LIBOR breakage costs as
  indicated below, if applicable.

  
	
   

  	
   

  	
   

  
	
  Breakage Costs; Yield Protection and Increased
  Costs:

  	
   

  	
  If the Borrower makes prepayment of a LIBOR loan
  before the end of the related interest period, or fails to borrow, convert or
  extend a LIBOR loan after giving notice thereof, the Borrower will reimburse
  KeyBank for any related funding losses and losses of anticipated earnings.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Borrower will compensate KeyBank if certain
  changes in circumstances result in increased costs or reduced returns such as
  taxes, reserves, special deposit insurance or capital adequacy requirements.
  All payments by the Borrower will be made free and clear of present and
  future taxes, withholding or deductions, except for taxes on the net income
  of the Lender.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Borrower shall pay the Lender such additional
  amounts as will compensate the Lender in the event applicable law, or any
  changes in law, subjects the Lender to reserve requirements, capital
  requirements, taxes (except for taxes on the net income of the Lender), or
  other charges which increase the cost or reduce the yield to the Lender,
  under customary yield protection provisions.

  



 



 4
 






 



 


	
  Financial Covenants:

  	
   

  	
  Maximum Total Leverage Ratio (measured quarterly):
  The ratio of Senior Debt / EBITDA shall not exceed 4.00x through the period
  ended March 31, 2007, decreasing by 0.25x each quarter thereafter until the
  period ended September 30, 2007 when the ratio reaches 3.50x. The Total Leverage
  Ratio shall decrease to 3.00x for the period ending December 31, 2007, at
  which level it shall remain fixed through the Maturity Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Minimum Liquidity Ratio (measured quarterly):
  The ratio of Quick Assets (cash & equivalents, marketable securities, and
  billed & unbilled accounts receivable) / Current Liabilities not to be
  less than 1.35x

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Minimum Fixed Charge Coverage (measured quarterly):
  The ratio of trailing twelve month EBITDA plus operating lease expense to
  capital expenditures, interest charges, operating lease expense, and cash
  taxes paid less tax refunds actually received shall not be less than 1.10x
  through the period ending March 30, 2007 and 1.25x thereafter.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EBITDA shall mean the sum of the
  following, provided that the items contained in clauses (b)-(g) below shall
  be added to clause (a) only to the extent they have been deducted in the
  calculation of Consolidated Net Income plus the amounts in clauses (a)
  through (g) attributable Acquisitions occurring after June 30, 2006: (a) Net
  Income, provided that, all items of expense or loss that are properly
  classified as extraordinary in accordance with GAAP or are unusual or
  non-recurring (but do not fall within clauses (b)-(g) below) shall be
  excluded from Consolidated Net Income; (b) Interest Charges; (c) the amount
  of taxes, based on or measured by income, used or included in the
  determination of such Consolidated Net Income; (d) the amount of depreciation
  and amortization expense deducted in determining such Consolidated Net
  Income, including any impairment of goodwill or other purchased intangibles
  or assets as defined under FAS 142 or FAS 143; (e) any non-cash stock based
  compensation charges in such period per GAAP; (f) the amount of non-cash and
  non-recurring costs from discontinued operations, disposal of assets or
  changes to GAAP; and (g) the amount of earn-out or similar payments required
  to be reported as compensation expense instead of goodwill.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Senior Debt shall include all
  Indebtedness, as defined in the current Credit Agreement, less consolidated
  cash and cash equivalents, and shall exclude performance bonds, hold backs
  related to acquisitions and other normal course bonds.

  



 



 5
 






 



 


	
  Other Limitations:

  	
   

  	
  Limitations on Acquisitions to include:

  
	
   

  	
   

  	
  ·  Pro
  Forma compliance with all financial covenants;

  
	
   

  	
   

  	
  ·  No
  hostile acquisitions;

  
	
   

  	
   

  	
  ·  Acquisitions
  must be in related industries;

  
	
   

  	
   

  	
  ·  Limits
  on cash acquisitions without prior Lender approval;

  
	
   

  	
   

  	
  ·  Limitations
  on additional indebtedness.

  
	
   

  	
   

  	
   

  
	
  Financial Reporting:

  	
   

  	
  The Borrower will provide to KeyBank:

  
	
   

  	
   

  	
  ·  Quarterly
  (unaudited) consolidated financial statements to include balance sheets and
  statements of income, retained earnings and cash flow, in accordance with
  GAAP, within 45 days of quarter end. Within 45 days after the end of each
  quarter, a written covenant compliance certificate, showing calculations and
  confirming compliance of the Borrower with all financial covenants, certified
  by a senior financial officer.

  
	
   

  	
   

  	
  ·  Annual
  (audited) consolidated financial statements, as described above, with an
  unqualified opinion from a recognized independent accounting firm and the
  Borrower’s covenant compliance certificate, together with calculations,
  confirming the Borrower’s compliance with all financial covenants, certified
  by a senior financial officer, within 90 days after the end of each fiscal
  year.

  
	
   

  	
   

  	
  ·  Other
  financial reports as the Agent may reasonably request.

  
	
   

  	
   

  	
   

  
	
  Representations and Warranties:

  	
   

  	
  Usual and customary for transactions of this nature.

  
	
   

  	
   

  	
   

  
	
  Loan Documents:

  	
   

  	
  The loans shall be subject to the negotiation,
  execution and delivery of a loan agreement, notes, security agreement and
  other documents (collectively, the “Loan Documents”), which will contain but
  not be limited to conditions to borrowings, representations and warranties,
  covenants, events of default, indemnification, and other provisions that are
  customary for similar financings by the Administrative Agent including,
  without limitation, those indicated herein.

  
	
   

  	
   

  	
   

  
	
  Conditions Precedent to Funding:

  	
   

  	
  Customary for transactions of this nature and
  subject to materiality provisions where appropriate, including but not
  limited to:

  
	
   

  	
   

  	
  ·  Acquisitions
  must comply with financial covenants on a pro-forma basis; 

  
	
   

  	
   

  	
  ·  Absence
  of Default; 

  
	
   

  	
   

  	
  ·  Accuracy
  of Representations & Warranties; and 

  
	
   

  	
   

  	
  ·  Negotiation
  & Execution of Satisfactory Closing Documents.

  



 



 6
 






 



 


	
  Events of Default:

  	
   

  	
  Customary for transactions of this nature and
  subject to materiality provisions where appropriate, including but not
  limited to:

  
	
   

  	
   

  	
  ·  failure
  to pay any principal under the Facility when due;

  
	
   

  	
   

  	
  ·  failure
  to pay any interest or under the Facility fees when due;

  
	
   

  	
   

  	
  ·  defaults
  in the payment of principal, interest and or fees on other debt instruments
  in an amount in excess of $10,000,000;

  
	
   

  	
   

  	
  ·  violations
  of covenants;

  
	
   

  	
   

  	
  ·  ERISA
  Termination;

  
	
   

  	
   

  	
  ·  cross
  default, subject to materiality and for amounts in excess of $10,000,000; and

  
	
   

  	
   

  	
  ·  change
  of control.

  
	
   

  	
   

  	
   

  
	
  Remedies:

  	
   

  	
  Customary for transactions of this nature,
  including:

  
	
   

  	
   

  	
  ·  Acceleration;

  
	
   

  	
   

  	
  ·  Recovery
  of Amounts;

  
	
   

  	
   

  	
  ·  Cost
  of Collection; and

  
	
   

  	
   

  	
  ·  No
  Advances.

  
	
   

  	
   

  	
   

  
	
  Assignments and Participations:

  	
   

  	
  The Borrower may not assign its obligations without
  the prior written consent of KeyBank.

  
	
   

  	
   

  	
   

  
	
  Expenses and Indemnifications:

  	
   

  	
  All reasonable costs, expenses and charges incurred
  by the Lender, including but not limited to, fees and charges of external
  legal counsel for the Lender will be reimbursed by the Borrower.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Borrower agrees to indemnify the Lender and its
  directors, officers, employees and agents from, and hold each harmless
  against, any and all losses, liabilities, claims, damages or expenses
  incurred except by reason of the gross negligence or willful misconduct of the
  Lender.

  
	
   

  	
   

  	
   

  
	
  Governing Law:

  	
   

  	
  State of California.

  
	
   

  	
   

  	
   

  
	
  KeyBank’s Counsel:

  	
   

  	
  To be determined.

  
	
   

  	
   

  	
   

  



 


This proposal is subject to mutually acceptable
documentation and all other specifics acceptable to all parties to the
transaction. This proposal shall expire on August 9th, 2006 unless extended in writing by KeyBanc Capital
Markets.


If the terms and conditions contemplated herein
are acceptable, please indicate your acceptance by signing below and returning
the original copy of this Summary of Terms and Conditions along with the first
portion of the Underwriting Fee.


Acknowledged
and Accepted,

Wireless Facilities, Inc..


	
  By:

  	
   

  	
  /s/ Scott M. Brickner

  	
   

  
	
  Title:

  	
   

  	
  Treasurer

  	
   

  
	
  Date:

  	
   

  	
  August 8, 2006

  	
   

  



 


 



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