STATEMENT OF PURPOSECredit Agreement • March 6th, 2002 • Veridian Corp • North Carolina
EXHIBIT 10.18 AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • May 16th, 2002 • Veridian Corp • Services-computer integrated systems design • New York
EXHIBIT 10.2 ================================================================== ============== CREDIT AGREEMENT dated as of June 10, 2002, as amended and restated on September 24, 2002Credit Agreement • September 26th, 2002 • Veridian Corp • Services-computer integrated systems design • North Carolina
ARTICLE I DEFINITIONSCredit Agreement • March 6th, 2002 • Veridian Corp • North Carolina
EXHIBIT 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement") is made and entered into as of this 24th day of September, 2002, effective in accordance with Section 4 below, by and among VERIDIAN...Credit Agreement • September 26th, 2002 • Veridian Corp • Services-computer integrated systems design • North Carolina
EXHIBIT 1.1 FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2002 • Veridian Corp • Services-computer integrated systems design • New York
BY AND AMONGStock Purchase Agreement • September 26th, 2002 • Veridian Corp • Services-computer integrated systems design • Delaware
EXHIBIT 10.10 FORM OF PATENT SECURITY AGREEMENT, DATED AS OF SEPTEMBER 7, 1999, AND SIGNED ON SEPTEMBER 14, 2000, AMONG FIRST UNION NATIONAL BANK AND: Pacific- Sierra Research Corporation Veridian Engineering, Inc. Veridian ERIM International, Inc....Patent Security Agreement • March 6th, 2002 • Veridian Corp
EXHIBIT 10.3 VERIDIAN CORPORATION EMPLOYMENT AND CONFIDENTIALITY AGREEMENT THIS EMPLOYMENT AND CONFIDENTIALITY AGREEMENT ("Agreement") is made and entered into by and between VERIDIAN CORPORATION, a Delaware corporation (the "Company"), and SCOTT GOSS...Employment and Confidentiality Agreement • September 26th, 2002 • Veridian Corp • Services-computer integrated systems design • Virginia
RECITALSSecurity Agreement • March 6th, 2002 • Veridian Corp • North Carolina
RECITALSPledge Agreement and Irrevocable Proxy • March 6th, 2002 • Veridian Corp • North Carolina
VOTING AGREEMENTVoting Agreement • June 19th, 2003 • Veridian Corp • Services-computer integrated systems design • Delaware
This Voting Agreement (this “Agreement”) has been made as of June 9, 2003, by General Dynamics Corporation, a Delaware corporation (“Acquiror”), Aspen Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Acquiror (“Acquisition Sub”), and The Texas Growth Fund – 1991 Trust, The Texas Growth Fund II – 1998 Trust, TGF Management Corp. and TGF II Management, L.P. (together, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG GENERAL DYNAMICS CORPORATION, ASPEN ACQUISITION CORPORATION AND VERIDIAN CORPORATION JUNE 9, 2003Agreement and Plan of Merger • June 9th, 2003 • Veridian Corp • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2003 ("Agreement"), is by and among General Dynamics Corporation, a Delaware corporation (“Acquiror”), Aspen Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Acquiror (“Acquisition Sub”), and Veridian Corporation, a Delaware corporation (“Target”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2003 • Veridian Corp • Services-computer integrated systems design • North Carolina
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of this 2nd day of April, 2003, effective in accordance with Section 3 below, by and among VERIDIAN CORPORATION, a Delaware corporation (the “Borrower”), the financial institutions from time to time party to the Credit Agreement referred to below (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the “Administrative Agent”).
EXHIBIT 10.12Master Equityholders Agreement • May 16th, 2002 • Veridian Corp • Services-computer integrated systems design • Delaware
SWINGLINE NOTEVeridian Corp • March 13th, 2003 • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, VERIDIAN CORPORATION, a corporation organized under the laws of Delaware (the “Borrower”), promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) or, if less, the principal amount of all Swingline Loans made by the Lender from time to time pursuant to that certain Credit Agreement, dated as of June 10, 2002 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Lenders who are or may become a party thereto (collectively, the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DVeridian Corp • June 19th, 2003 • Services-computer integrated systems design
EXHIBIT 10.11 FORM OF TRADEMARK SECURITY AGREEMENT, DATED AS OF SEPTEMBER 7, 1999, AMONG AND SIGNED ON SEPTEMBER 14, 2000, BY FIRST UNION NATIONAL BANK, AND: Veridian Corporation Veridian ERIM International, Inc. Pacific-Sierra Research Corporation...Form of Trademark Security Agreement • March 6th, 2002 • Veridian Corp
GUARANTOR PLEDGE AGREEMENT AND IRREVOCABLE PROXYGuarantor Pledge Agreement and Irrevocable • March 6th, 2002 • Veridian Corp • North Carolina
AMENDMENT TO SALE AND ASSIGNMENT AGREEMENTSale and Assignment Agreement • March 13th, 2003 • Veridian Corp • Services-computer integrated systems design
This Amendment to Sale and Assignment Agreement (this “Amendment”) is made as of this 24th day of September, 2002, by and between Scott Goss, an individual, residing at 11414 Brook Run Drive, Germantown, MD 20876 (hereinafter referred to as “Owner”), and Veridian Corporation, its subsidiaries and affiliates, with a principal place of business at 1200 South Hayes Street, Arlington, Virginia (collectively the “Purchaser”). Unless otherwise defined, capitalized terms used in this Amendment shall have the meanings given to them in the Sale and Assignment Agreement (the “Agreement”) by and between Owner and Purchaser dated as of August 12, 2002.
EXHIBIT 10.7 FORM OF GUARANTOR SECURITY AGREEMENT, DATED AS OF SEPTEMBER 7, 1999, AMONG FIRST UNION NATIONAL BANK, THE LENDERS PARTY TO THE CREDIT AGREEMENT AND: Veridian Engineering, Inc. Veridian System Incorporated Pacific- Sierra Research...Guarantor Security Agreement • March 6th, 2002 • Veridian Corp • North Carolina
TERM NOTETerm Note • March 13th, 2003 • Veridian Corp • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, VERIDIAN CORPORATION, a corporation organized under the laws of the state of Delaware (the “Borrower”), hereby promises to pay to the order of , (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of DOLLARS ($ ) or, if less, the unpaid principal amount of all Term Loans made to the Borrower by the Lender pursuant to that certain Credit Agreement, dated as of June 10, 2002 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the lenders who are or may become a party thereto (collectively, the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Credit Agreement.
REVOLVING CREDIT NOTERevolving Credit Note • March 13th, 2003 • Veridian Corp • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, VERIDIAN CORPORATION, a corporation organized under the laws of the state of Delaware (the “Borrower”), promises to pay to the order of (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of DOLLARS ($ ) or, if less, the principal amount of all Revolving Credit Loans made by the Lender from time to time pursuant to that certain Credit Agreement dated as of June 10, 2002 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Lenders, who are or may become a party thereto (collectively, the “Lenders”) and Wachovia Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Credit Agreement.
VOTING AGREEMENTVoting Agreement • June 9th, 2003 • Veridian Corp • Services-computer integrated systems design • Delaware
This Voting Agreement (this “Agreement”) has been made as of June 9, 2003, by General Dynamics Corporation, a Delaware corporation (“Acquiror”), Aspen Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Acquiror (“Acquisition Sub”), and Stockholder I and Stockholder II (together, the “Stockholders”).
