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EXHIBIT 10.4
WAIVER AND AMENDMENT
June 30, 2005
The undersigned institution, a Lender under the Amended and
Restated
Credit Agreement dated as of December 29,
2004, as amended and restated as of
February 16, 2005 (as amended, supplemented
or otherwise modified from time to
time, the "Credit Agreement"), among Symbol
Technologies, Inc. ("Symbol"), the
lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as
Administrative Agent, by its signature
below hereby (a) waives the provisions of
Section 6.08(b) of the Credit Agreement to
the extent, and only to the extent,
required to permit Symbol to (i) terminate
all its outstanding Shared
Appreciation Income Linked Securities
exchangeable debt (the "SAILs Debt") and
(ii) make payments to the holders of such
SAILs Debt in respect of cash calls
resulting from such termination of a net
amount not exceeding $17,000,000, in
aggregate (the "Termination Payment") and
(b) amends the definition of
"Consolidated Interest Expense" in Section
1.01 of the Credit Agreement to the
extent, and only to the extent, required to
exclude the amount of
