WESTELL TECHNOLOGIES INC
SEVENTH AMENDMENT
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>5
<FILENAME>w43183_7thamend.txt
<DESCRIPTION>SEVENTH AMENDMENT
<TEXT>

                    SEVENTH AMENDMENT TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                  This SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT (this "Amendment") is made as of June 30, 2003 among LaSalle
Bank National Association, a national banking association, individually (in such
capacity, the "Lender") and as agent (in such capacity, the "Agent"), Westell
Technologies, Inc., a Delaware corporation ("Technologies"), Westell, Inc., an
Illinois corporation ("Westell"), Westell International, Inc., a Delaware
corporation ("International"), Conference Plus, Inc., a Delaware corporation
("CPI"), and Teltrend LLC, a Delaware limited liability company and successor by
merger to Teltrend, Inc. ("Teltrend," and together with Technologies, Westell,
International and CPI, being, collectively, the "Borrowers").

                                   BACKGROUND
                                   ----------

                  A. The Agent, the Lender and the Borrowers are party to that
certain Amended and Restated Loan and Security Agreement dated as of August 31,
2000 (as the same has been and may hereafter be amended, restated, supplemented
or otherwise modified from time to time, the "Loan Agreement"), pursuant to
which the Lender has made and may hereafter make certain loans, advances and
other financial accommodations to the Borrowers and the Borrowers have granted
to the Agent, for the benefit of the Lender and any other lenders who from time
to time may become party to the Loan Agreement, a lien on and a security
interest in all of the Borrowers' real, personal and intellectual property.
Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Loan Agreement.

                  B. The Borrowers and the Lenders are parties to a certain
Amended and Restated Revolving Note dated as of June 28, 2002 in the original
principal amount of $30,000,000 (the "Revolving Note").

                  C. The Borrowers and Lenders are parties to a certain Term
Note dated as of June 28, 2002 in the original principal amount of $5,000,000
(the "Term Note").

                  D. Borrowers have informed Agent that they desire to enter
into this Amendment to, among other things, (i) modify the termination date of
the revolving line of credit, (ii) provide for the repayment in full of the term
loan, (iii) modify certain financial covenants, and (iv) otherwise modify
Borrowers' Obligations as provided herein.

                  E. Agent is willing to so amend the Loan Agreement upon the
terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the premises and the
mutual promises herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

<PAGE>

         SECTION 1 AMENDMENTS TO LOAN AGREEMENT

                  1.1 The Lender has heretofore made a Term Loan to the
Borrowers in the original principal amount of Five Million Dollars ($5,000,000)
pursuant to the Loan Agreement and evidenced by the Term Note. Concurrently
herewith, the Borrowers shall repay the Term Loan and all accrued and unpaid
interest thereon (either in cash and/or with the proceeds of a Revolving Loan),
whereupon all references in the Loan Agreement and the other Loan Documents to
the "Term Loan", "Term Loan Commitment", "Term Note", and "Term Loan Reserve",
shall be deemed to be of no further force or effect.

                  1.2 The Lender and the Borrowers acknowledge and agree that,
from and after the date hereof, the Borrower's right to request Eurodollar Loans
and to request conversions and continuations with respect thereto, and all
provisions in the original Loan Agreement and the other Loan Documents with
respect to Eurodollar Loans, LIBOR and the LIBOR Rate, are hereby reinstated,
including without limitation, the definitions of "Eurodollar Loan", "Eurodollar
Office", "LIBOR" and "LIBOR Rate".

                  1.3 Section 1.1 of the Loan Agreement is hereby amended as
follows:

                  (a) The definition of "Interest Period" is hereby amended and
         restated in its entirety to read as follows:

                  "Interest Period" shall mean: (i) as to any Eurodollar Loan,
         the period commencing on the date of such Eurodollar Loan and ending on
         the numerically corresponding day (or, if there is no numerically
         corresponding day, on the last day) in the calendar month that is 1, 2,
         or 3 months thereafter, as the Borrowers may elect, and (ii) as to any
         Reference Rate Loan, mean each period commencing on the first day of
         each month and ending on the earlier of the last day of such month or
         the expiration or earlier termination of this Agreement; provided,
         however, that (i) if any Interest Period would end on a day that shall
         not be a Business Day, such Interest Period shall be extended to the
         next succeeding Business Day unless, with respect to Eurodollar Loans
         only, such next succeeding Business Day would fall in the next calendar
         month, in which case such Interest Period shall end on the immediately
         preceding Business Day, (ii) no Interest Period with respect to any
         Revolving Loan shall end later than the expiration of the term of this
         Agreement, and (iii) interest shall accrue from and including the first
         day of an Interest Period to and including the last day of such
         Interest Period.

                  (b) The definition of "Termination Date" is hereby amended by
         deleting the date "June 30, 2003" and inserting in its place the date
         "June 30, 2006."

                  1.4 Section 11.2 of the Loan Agreement is hereby amended and
restated it in its entirety to read as follows:

                  "11.2 EBITDA. Borrowers shall have on each date set forth
         below, a minimum EBITDA:

                                       2

<PAGE>

                  (a) as at the last day of each month commencing June 30, 2003
         through and including September 30, 2003, measured on a rolling
         twelve-month basis as of the last day of each such month, of not less
         than $15,700,000; and

                  (b) as at the last day of each month commencing October 31,
         2003 through and including June 30, 2006, measured on a rolling
         twelve-month basis as of the last day of each such month, of not less
         than $13,000,000."

                  1.5 Section 11.3(b) of the Loan Agreement is hereby amended
and restated in its entirety to read as follows:

                  "(b) Tangible Net Worth. Borrowers shall maintain, measured on
         a monthly basis as at the last day of each month commencing June 30,
         2003 through and including March 31, 2004, minimum Tangible Net Worth
         of not less than $3,800,000.

                  Thereafter, as of the last day of each month commencing April
         30, 2004 through and including June 30, 2006, Borrowers shall maintain
         a minimum Tangible Net Worth of not less than the greater of (i)
         $3,800,000 and (ii) seventy-five percent (75%) of Borrower's Tangible
         Net Worth as of the last day of the Fiscal Year then most recently
         ended.

                  Notwithstanding the foregoing, from and after the date of any
         issuance of equity securities of the Borrowers (excluding (x) any
         issuance of shares of capital stock pursuant to any employee or
         director stock option program, benefit plan or compensation program and
         (y) any issuance by a Subsidiary to the Borrowers or another
         Subsidiary), the minimum Tangible Net Worth required hereunder shall be
         increased by an amount equal to the amount of Net Cash Proceeds
         received by the Borrowers pursuant to such offering."

                  1.6 Annex A to the Loan Agreement is hereby deleted in its
entirety and the Annex A in the form of Exhibit D hereto is inserted in
substitution therefor. The parties agree that the Annex A attached hereto as
Exhibit D shall be effective as of the date hereof and interest and other
charges due under the Loan Agreement shall be calculated per the Annex A
attached hereto from and after such date.

                                       3

<PAGE>

         SECTION 2 REPRESENTATIONS AND WARRANTIES

                  To induce Agent to amend the Loan Agreement as set forth
herein, each Borrower jointly and severally represents and warrants to Agent
that:

                  2.1 Representations and Warranties. On the date hereof, the
representations and warranties set forth in the Loan Agreement (as modified by
this Amendment), are true and correct with the same effect as though such
representations and warranties had been made on the date hereof, except to the
extent that such representations and warranties and covenants expressly relate
to an earlier date.

                  2.2. Corporate Authority of Borrowers. Each Borrower has full
power and authority to enter into this Amendment, and to incur and perform the
obligations provided for under this Amendment and the Loan Agreement, all of
which have been duly authorized by all proper and necessary corporate action. No
consent or approval of stockholders or of any public authority or regulatory
body is required as a condition to the validity or enforceability of this
Amendment which has not been obtained.

                  2.3 Amendment as Binding Agreement. This Amendment constitutes
the valid and legally binding obligation of each Borrower, fully enforceable
against each Borrower, in accordance with its terms.

                  2.4. No Conflicting Agreements. The execution and performance
by the Borrowers of this Amendment will not (i) violate any provision of law,
any order of any court or other agency of government, or the Articles of
Incorporation, Certificate of Formation, Operating Agreement or Bylaws of any
Borrower, (ii) violate any indenture, contract, agreement or other instrument to
which any of the Borrowers are a party, or by which any of their property is
bound, or be in conflict with, result in a breach of or constitute (with due
notice and/or lapse of time) a default under, any such indenture, contract,
agreement or other instrument or result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any of the property or
assets of any of the Borrowers.

                  2.5 No Default. No Event of Default or Uncured Default exists
under the Loan Agreement or any of the Loan Documents.

         SECTION 3 CONDITIONS PRECEDENT.

                  The agreement by Agent to amend the Loan Agreement is subject
to the following conditions precedent:

                  3.1 Revolving Note. Execution and delivery by Borrowers of an
Amended and Restated Revolving Note in the form of Exhibit A hereto.

                  3.2 Reaffirmation of Stock Pledge Agreement. Execution and
delivery by Technologies of a reaffirmation of that certain Stock Pledge
Agreement dated as of August 31, 2000, between Technologies and Agent in the
form of Exhibit B hereto.

                                       4

<PAGE>

                  3.3 Reaffirmation of Subordination Agreement. Execution and
delivery by Solectron Corporation and Solectron Technology SDN.BHD. (together,
"Solectron") of a reaffirmation of that certain Subordination Agreement dated as
of May 30, 2002 between Solectron and Lender in the form of Exhibit C hereto.

                  3.4 Corporate Authority. Borrowers shall have provided to
Agent certified copies of the unanimous written consent of their Boards of
Directors in a form reasonably acceptable to Agent authorizing the execution,
delivery and performance by the Borrowers of this Amendment and the agreements,
instruments and documents executed in connection herewith.

                  3.5 Fee. Borrowers shall have paid to Agent for its own
account an amendment fee in the amount of $300,000.

                  3.6 Termination of Participation Agreement. Execution and
delivery to the Agent of an acknowledgement of the termination of the
Subordinated Participation Agreement dated as of June 28, 2002 between the Agent
and each of the Participants party thereto.

                  3.7 Borrowers shall have delivered to the Agent each and every
agreement, document, note, release, guaranty, certificate, notice, affidavit,
exhibit, schedule, resolution, legal opinion, assignment, security agreement or
financing statement which the Agent may reasonably request from the Borrowers,
in form and substance satisfactory to Agent, to effect the intent of this
Amendment.

         SECTION 4 MISCELLANEOUS PROVISIONS.

                  4.1 To the extent the provisions of this Amendment differ from
or are inconsistent with the terms of the Loan Agreement or any of the Loan
Documents, the provision of this Amendment shall govern; otherwise, the terms
and provisions of the Loan Agreement shall remain in full force and effect and
are hereby affirmed, confirmed and ratified in all respects. Borrowers ratify,
confirm and affirm without condition, all liens and security interests granted
to Agent pursuant to the Loan Agreement and the Loan Documents, and such liens
and security interests shall continue to secure the obligations and liabilities
of Borrowers to Agent, including but not limited to, all loans made by Agent to
the Borrowers under the Loan Agreement as amended by this Amendment.

                  4.2 This Amendment shall be construed in accordance with and
governed by the laws of the State of Illinois, and the obligations of Borrowers
under this Amendment are and shall arise absolutely and unconditionally upon the
execution and delivery of this Amendment.

                  4.3 This Amendment may be executed in any number of
counterparts.

                  4.4 In addition to the fees described in Section 3.5 above,
Borrowers hereby agree to pay all out-of-pocket expenses incurred by Agent in
connection with the preparation, negotiation and consummation of this Amendment,
and all other documents related thereto, including without limitation, the
reasonable fees and expense of Agent's counsel, and any filing fees required in
connection with the filing of any documents necessary to consummate the
provisions of this Amendment.

                                       5

<PAGE>

                  4.5 On or after the effective date hereof, each reference in
the Loan Agreement or any of the Loan Documents to this "Agreement" or words of
like import, shall unless the context otherwise requires, be deemed to refer to
the Loan Agreement as amended hereby.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       6

<PAGE>

         IN WITNESS WHEREOF, Borrowers and Agent have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first above written.

BORROWERS:                          WESTELL TECHNOLOGIES, INC.

                                     By:      __________________________________
                                     Title:   __________________________________

                                     WESTELL, INC.

                                     By:      __________________________________
                                     Title:   __________________________________

                                     WESTELL INTERNATIONAL, INC.

                                     By:      __________________________________
                                     Title:   __________________________________

                                     CONFERENCE PLUS, INC.

                                     By:      __________________________________
                                     Title:   __________________________________

                                     TELTREND LLC.

                                     By:      __________________________________
                                     Title:   __________________________________
                                     Address: 750 North Commons Drive
                                              Aurora, Illinois 60504


AGENT AND LENDER:                    LASALLE BANK NATIONAL ASSOCIATION

                                     By:      __________________________________
Revolving Loan Commitment:           Title:   __________________________________
$30,000,000                          Address: 135 South LaSalle Street
Percentage:  100%                             Chicago, Illinois 60603
                                              Attn:    Stephanie Kline

                                       7

<PAGE>

                                    Exhibit A
                                    ---------

                                 Revolving Note
                                 --------------

<PAGE>

                       AMENDED AND RESTATED REVOLVING NOTE

$30,000,000                                                        June 30, 2003

                  WESTELL TECHNOLOGIES, INC., WESTELL, INC., WESTELL
INTERNATIONAL, INC., CONFERENCE PLUS, INC. and TELTREND LLC (collectively,
"Borrowers"), hereby jointly and severally promise to pay to the order of
LaSalle Bank National Association (the "Lender"), on June 30, 2006 the principal
sum of Thirty Million and No/100 Dollars ($30,000,000), or such lesser amount of
all of the then outstanding advances made by the Lender to Borrowers pursuant to
Section 2.1 of the "Loan Agreement" (as hereinafter defined), together with
interest on any and all principal amounts remaining unpaid hereunder from time
to time from the date hereof until paid, at the rate(s) set forth in Section
2.10 of the Loan Agreement, payable on the last day of each Interest Period (as
such term is defined in the Loan Agreement), and continuing until the Revolving
Loans (as such term is defined in the Loan Agreement) are paid in full.

                  Any amount of interest or principal hereof which is not paid
when due, whether on the last day of an Interest Period, at stated maturity, by
acceleration or otherwise, shall bear interest payable on demand at the Default
Rate (as such term is defined in the Loan Agreement).

                  All payments of principal and interest on this Note shall be
payable in lawful money of the United States of America. In no event shall the
interest payable exceed the highest rate permitted by law. Principal and
interest shall be paid to Lender at its office at 135 South LaSalle Street,
Chicago, Illinois 60603, or at such other place as the holder of this Note may
designate in writing to Borrowers. All payments hereunder shall be applied as
provided in the Loan Agreement. In determining Borrowers' liability to the
Lender hereunder, the books and records of the Lender shall be controlling
absent arithmetic or manifest or demonstrable error.

                  This Note evidences certain indebtedness incurred under the
Amended and Restated Loan and Security Agreement, dated August 31, 2000 between
Westell Technologies, Inc., Westell, Inc., Westell International, Inc.,
Conference Plus, Inc., Teltrend LLC (as successor to Teltrend, Inc.), and the
financial institutions from time to time parties thereto, including the Lender
(collectively, the "Lenders"), and LaSalle Bank National Association, as agent
(the "Agent") for the Lenders (as heretofore or hereafter amended, restated,
supplemented or otherwise modified, the "Loan Agreement"), to which reference is
hereby made for a statement of the terms and conditions under which the due date
of this Note or any payment thereon may be accelerated or is automatically
accelerated, or under which this Note may be prepaid or is required to be
prepaid. All capitalized terms used herein shall, unless otherwise defined
herein, have the meanings set forth in the Loan Agreement. The holder of this
Note is entitled to all of the benefits provided in said Loan Agreement and the
Loan Documents referred to therein. Borrowers agree to pay all costs of
collection and all reasonable attorneys' fees paid or incurred in enforcing any
of the Lender's rights hereunder promptly on demand of the Lender and as more
fully set forth in the Loan Agreement.

                  This Note may be prepaid in whole or in part, and shall be
prepaid as appropriate, in accordance with the terms of the Loan Agreement.

<PAGE>

                  Except as set forth in the Loan Agreement, the Borrowers,
endorsers and all other parties to this Note waive presentment, demand, notice,
protest and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Note and the Loan
Agreement. In any action on this Note, the Lender or its assignee need not file
the original of this Note, but need only file a photocopy of this Note certified
by the Lender or such assignee to be a true and correct copy of this Note.

                  This is the Revolving Note referred to in the Loan Agreement.
This Note is secured by, among other things, a security interest in the
Collateral granted to the Agent pursuant to Section 4 of the Loan Agreement.

                  No delay on the part of the Lender in exercising any right
under this Note, any security agreement, guaranty or other undertaking affecting
this Note, shall operate as a waiver of such right or any other right under this
Note, nor shall any omission in exercising any right on the part of the Lender
under this Note operate as a waiver of any other rights.

                  Upon the occurrence of an Event of Default which is an Uncured
Default under the Loan Agreement, the outstanding indebtedness evidenced by this
Note, together with all accrued interest, shall be due and payable in accordance
with the terms of the Loan Agreement, without notice to or demand upon the
Borrowers except as otherwise provided in the Loan Agreement, and the Lender may
exercise all of its rights and remedies reserved to it under the Loan Agreement
or applicable law.

                  If any provision of this Note or the application thereof to
any party or circumstance is held invalid or unenforceable, the remainder of
this Note and the application of such provision to other parties or
circumstances will not be affected thereby and the provisions of this Note shall
be severable in any such instance.

                  This Note shall be in replacement of and in substitution for
that certain Revolving Loan Note dated June 28, 2002, in the original principal
amount of $30,000,000, made by Westell Technologies, Inc., Westell, Inc.,
Westell International, Inc., Conference Plus, Inc., and Teltrend LLC and payable
to the order of Lender (the "Original Note"). The indebtedness evidenced by the
Original Note is continuing indebtedness, and nothing herein shall be deemed to
constitute a payment, settlement or novation of the Original Note, or to release
or otherwise adversely affect any lien, mortgage or security interest securing
such indebtedness or any rights of the Lender against any guarantor, surety or
other party primarily or secondarily liable for such indebtedness.

                  BORROWERS HEREBY WAIVE ANY RIGHT BORROWERS MAY NOW OR
HEREAFTER HAVE TO SUBMIT ANY CLAIM, ISSUE OR DEFENSE ARISING HEREUNDER OR UNDER
THE OTHER DOCUMENTS RELATING TO THIS NOTE TO A TRIAL BY JURY.

                                       2

<PAGE>

                  This Note shall be deemed to have been made under and shall be
governed in accordance with the internal laws and not the conflict of law rules
of the State of Illinois.

                                            WESTELL TECHNOLOGIES, INC.


                                            By: ________________________________
                                            Title:  ____________________________


                                            WESTELL, INC.


                                            By: ________________________________
                                            Title:______________________________


                                            WESTELL INTERNATIONAL, INC.


                                            By:_________________________________
                                            Title:______________________________


                                            CONFERENCE PLUS, INC.


                                            By:_________________________________
                                            Title:______________________________


                                            TELTREND LLC


                                            By: ________________________________
                                            Title: _____________________________

                                       3

<PAGE>

                                    Exhibit B
                                    ---------

                     Reaffirmation of Stock Pledge Agreement
                     ---------------------------------------

<PAGE>

                     REAFFIRMATION OF STOCK PLEDGE AGREEMENT

                  This Reaffirmation of Stock Pledge Agreement dated as of June
30, 2003 (this "Reaffirmation") is entered into between WESTELL TECHNOLOGIES,
INC., a Delaware corporation (herein called the "Pledgor"), and LASALLE BANK
NATIONAL ASSOCIATION, as Agent (herein called the "Pledgee"), and has reference
to the following facts and circumstances:

                  A. Pursuant to that certain Amended and Restated Loan and
Security Agreement dated as of August 31, 2000, (herein as amended or modified
from time to time, the "Loan and Security Agreement") among Pledgee, Pledgor, as
Agent and as a Lender, and the other lenders from time to time a party thereto,
(together with its subsidiaries, Westell, Inc., Westell International, Inc.,
Conference Plus, Inc. and Teltrend LLC, collectively referred to hereinafter as
"Borrowers"), Pledgor granted Pledgee a security interest in its shares of
certain of the Borrowers pursuant to that certain Stock Pledge Agreement dated
as of August 31, 2000 and that certain Stock Pledge Agreement dated as of June
29, 2001 (each as amended, restated, supplemented or otherwise modified from
time to time, collectively, the "Pledge Agreements").

                  B. Borrowers desire to enter into a Seventh Amendment to Loan
and Security Agreement dated as of the date hereof (the "Amendment") pursuant to
which Pledgee has agreed to, among other things, (i) extend the maturity of
Borrowers' revolving credit facility, (ii) provide for the repayment in full of
the term loan, and (iii) modify certain financial covenants of the Loan and
Security Agreement.

                  C. Pledgor is financially interested in Borrowers.

                  D. Pledgor desires that Pledgee enter into the Amendment.

                  E. Pledgee is willing to enter into the Amendment only upon
the condition that Pledgor execute and deliver this Reaffirmation in favor of
Pledgee.

                  NOW, THEREFORE, in consideration of the foregoing, Pledgor
hereby agrees as follows:

                  1. The preambles to this Reaffirmation are hereby incorporated
herein by this reference thereto.

                  2. Pledgor does hereby expressly ratify, confirm and affirm
without condition, all liens and security interests granted to the Pledgee
pursuant to the Pledge Agreements, and such liens and security interests shall
continue to secure the obligations and liabilities of Borrowers to Pledgee,
including but not limited to, all loans made by Pledgee to Borrowers under the
Loan and Security Agreement and all amendments thereto.

                  3. This Reaffirmation constitutes the valid and legally
binding obligation of Pledgor, fully enforceable against Pledgor, in accordance
with its terms.

<PAGE>

                  4. This Reaffirmation shall inure to the benefit of Pledgee
and Lenders, their successors and assigns, and be binding upon Pledgor, and its
successors and assigns.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       2

<PAGE>

                  IN WITNESS WHEREOF, the Pledgor has executed this
Reaffirmation on the date above set forth.

                                                WESTELL TECHNOLOGIES, INC.

                                                By: ___________________________
                                                Its: ___________________________

                                       3

<PAGE>

                                    Exhibit C
                                    ---------

                    Reaffirmation of Subordination Agreement
                    ----------------------------------------

<PAGE>

                    REAFFIRMATION OF SUBORDINATION AGREEMENT

                  This Reaffirmation of Subordination Agreement (this
"Reaffirmation"), dated and effective as of the 30th day of June, 2003, is
executed by and between Solectron Corporation ("Solectron Corp.") and Solectron
Technology SDN.BHD. ("Solectron BHD", and, together with Solectron Corp.,
"Junior Creditor") and LaSalle Bank National Association ("Lender"), and has
reference to the following facts and circumstances:

                  A. Pursuant to that certain Amended and Restated Loan and
Security Agreement dated as of August 31, 2000, (as heretofore or hereafter
amended, restated, supplemented or otherwise modified from time to time, the
"Loan Agreement") by and among Lender, individually and as agent (in such
capacity, the "Agent"), the other Lenders from time to time a party thereto,
Westell Technologies, Inc., ("Technologies"), Westell, Inc., ("Westell"),
Westell International, Inc., ("International"), Conference Plus, Inc., ("CPI"),
and Teltrend LLC, as successor by merger to Teltrend, Inc. ("Teltrend," and
together with Technologies, Westell, International and CPI, being, collectively,
the "Borrowers"), Junior Creditor delivered to Lender a certain Subordination
Agreement dated as of May 30, 2002 (the "Subordination Agreement").

                  B. Borrowers intend to enter into a Seventh Amendment to
Amended and Restated Loan and Security Agreement (herein, as amended or modified
from time to time, the "Amendment") pursuant to which Lender shall, among other
things, (i) extend the maturity of Borrowers' revolving credit facility, (ii)
provide for the repayment in full of the term loan, and (iii) modify certain
financial covenants.

                  C. Junior Creditor will benefit from such modifications.

                  D. Junior Creditor desires to induce Agent to execute, deliver
and perform the Amendment of even date herewith.

                  E. Agent is willing to enter into the Amendment only upon the
condition that Junior Creditor execute and deliver this Reaffirmation in favor
of Bank.

                  NOW, THEREFORE, in consideration of the foregoing, Junior
Creditor hereby agrees as follows:

         1. The preambles to this Reaffirmation are hereby incorporated herein
by this reference thereto.

         2. Junior Creditor hereby reaffirms and agrees that the term "Senior
Debt" as used in the Subordination Agreement shall include and refer to, among
other things, the obligations, indebtedness and liabilities of the Borrowers to
Agent and Lenders pursuant to the Loan Agreement as amended by the Amendment and
pursuant to the other Loan Documents (as defined in the Loan Agreement) as the
same may have been, or may hereafter be, amended, restated, supplemented or
otherwise modified from time to time.

<PAGE>

         3. Junior Creditor hereby expressly reaffirms and assumes (on the same
basis as set forth in the Subordination Agreement) all of Junior Creditor's
undertakings, obligations and liabilities as set forth in the Subordination
Agreement, and agrees to be bound by and abide by and operate and perform under
and pursuant to and comply fully with all of the terms, conditions, provisions,
agreements, representations, undertakings, warranties, and covenants contained
in the Subordination Agreement, as such undertakings, obligations and
liabilities may be modified by the Amendment and the related amendments to the
other Loan Documents.

         4. This Reaffirmation shall inure to the benefit of Bank, its
successors and assigns and be binding upon Junior Creditor, its successors and
assigns.

                                 SOLECTRON CORPORATION, a Delaware corporation



                                 By: _____________________________________
                                 Title: ___________________________________




                                 SOLECTRON TECHNOLOGY SDN.BHD.



                                 By: _____________________________________
                                 Title: ___________________________________

                                       2

<PAGE>

          Exhibit D to Amendment to Amended and Restated Loan Agreement
          -------------------------------------------------------------

                          Annex A - Applicable Margins


LIBOR Margin               2.50%

Reference Rate Margin      0.00%

Unused Fee                 0.50%

Standby L/C Fee Rate       3.00%

Trade L/C Fee Rate         1.50%


</TEXT>
</DOCUMENT>
