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EXHIBIT 10.1
FIFTH MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT
THIS FIFTH MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT (this
"Modification") is made as of the 27th day of June, 1997, by and among (i)
NATIONSBANK, N.A., a national banking association ("NationsBank"), having
offices at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000; (ii)
FLEET CAPITAL CORPORATION, a Rhode Island corporation ("Fleet"), having offices
at 000 Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; (iii)
SIGNET BANK, a Virginia banking corporation ("Signet"), having offices at 0000
Xxxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxxx 00000; and (iv) BTG, INC., a Virginia
corporation ("BTG"); ADVANCED COMPUTER TECHNOLOGY, INC., a Delaware corporation
("ACTECH"); BDS, INC., a Virginia corporation ("BDS"); DELTA RESEARCH
CORPORATION, a Virginia corporation ("DELTA"); BTG PRODUCTS, INC., a Virginia
corporation ("BTGPRO"); CONCEPT AUTOMATION, INC. OF AMERICA, a Virginia
corporation ("CAI"); CONCEPT AUTOMATION SERVICES, INC., a Virginia corporation
("CAS") and NATIONS, INC., a New Jersey corporation ("NINC"); all having
principal offices at 0000 Xxxxxxx Xxxxx Xxxx, 0X, Xxxxxxx, Xxxxxxxx 00000-0000.
For purposes hereof, (a) NationsBank (acting in its capacity as agent for the
Lenders) is referred to herein as the "Agent"; (b) NationsBank (acting on its
own behalf as a Lender), Fleet and Signet and each other person or entity
hereafter becoming a "Lender" pursuant to the Loan Agreement (as defined in
Exhibit A hereto) are hereinafter referred to individually as a "Lender" and
collectively as the "Lenders"; and (c) BTG, ACTECH, BDS, DELTA, BTGPRO, CAI,
CAS, NINC and each other person or entity hereafter executing a "Joinder
Agreement" pursuant to the Loan Agreement are hereinafter referred to
individually as a "Borrower" and collectively as the "Borrowers". Capitalized
terms used, but not defined, in this Modification shall have the meanings
attributed to such terms in the Loan Agreement.
W I T N E S S E T H T H A T:
WHEREAS, pursuant to the terms and conditions of the Loan Agreement, the
Borrowers obtained a loan (the "Loan") from the Lenders in the aggregate maximum
principal amount of Eight-five Million and No/100 Dollars ($85,000,000.00),
currently evidenced by three (3) separate Revolving Promissory Notes (as defined
in Exhibit A), in the aggregate maximum principal amount of Eight-five Million
and No/100 Dollars ($85,000,000.00), and secured by, among other things, certain
collateral more fully described in Article III, Section 1 of the Loan Agreement;
and
WHEREAS, the Borrowers and the Lenders have agreed, subject to the
terms and conditions set forth herein, to (i) modify the definition of Interest
Period; (ii) modify the Additional Libor Percentage; (iii) decrease the
Borrowers' Tangible Net Worth requirements; (iv) modify the limitation on the
amount of investments and/or capital expenditures which the Borrowers are
permitted to make or expend during the fiscal year ending March 31, 1998; (v)
modify the Borrowers' Leverage Ratio requirements; (vi)
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modify the Borrowers' Fixed Charge Coverage ratio requirements; (vii) increase
the maximum amount of Eligible Unbilled Costs which may be used in the
calculation of the Maximum Borrowing Base; (viii) modify the form Request for
Advance and Certification attached to the Loan Agreement as Exhibit 4; (ix)
modify the form Borrowing Base Certificate attached to the Loan Agreement as
Exhibit 5; and (x) increase the number of Libor segments which may be
outstanding at any time.
NOW THEREFORE, for Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The foregoing recitals are hereby incorporated herein by
this reference and made a part hereof, with the same force and effect as if
fully set forth herein.
2. The definition of "Interest Period" set forth in the
"Certain Definitions" section of the Loan Agreement is hereby deleted in its
entirety and the following substituted in lieu thereof:
"INTEREST PERIOD" means as to any Loan proceeds for which
the Borrowers have elected LIBOR based interest in
accordance with this Agreement, the period commencing on
and including the date such LIBOR election is effective
(or the effective date of the Borrowers' election to
convert any portion of the Loan to a LIBOR interest basis
in accordance with the provisions of this Agreement) and
ending on and including the day which is between 15 and
180 days, as available, and as selected by the Borrowers
in accordance with the provisions of this Agreement;
provided, however, that: (i) the first day of any
Interest Period shall be a Business Day; (ii) if any
Interest Period would end on a day that would not be a
Business day, such Interest Period shall be extended to
the next succeeding Business Day; and (iii) no Interest
Period shall extend beyond the maturity date of the
Loan."
3. Subsection (iv) of Section 3(a) of Article I of the Loan
Agreement is hereby deleted in its entirety and the following substituted in
lieu thereof:
"the lesser of (x) fifty percent (50%) of the Borrower's
Eligible Unbilled Costs; or (y) Five Million Dollars
($5,000,000)."
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4. The Tangible Net Worth Covenant set forth in Section 15
of Article VI of the Loan Agreement is hereby deleted in its entirety and the
following substituted in lieu thereof:
"Tangible Net Worth. The Borrowers will maintain on a
consolidated basis at all times during the following
periods, Tangible Net Worth of not less than the
following amounts:
Required Tangible
Periods Net Worth
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From 06/30/97 through 09/29/97 $36,500,000
From 09/30/97 through 12/30/97 $39,500,000
From 12/31/97 through 03/30/98 $42,500,000
From 03/31/98 through the Maturity Date $43,700,000
For purposes of this Agreement, "Tangible Net Worth"
shall mean all capital stock, paid in capital and
retained earnings, less all Treasury stock, amounts due
from officers, directors, stockholders and members of
their immediate families, amounts due from affiliates (to
the extent that such amounts are part of the Borrowers'
consolidated net worth), investments in non-marketable
securities, notes receivable of affiliated companies (to
the extent that such amounts are part of the Borrowers'
consolidated net worth), leasehold improvements,
goodwill, non-competition agreements, capitalized
organization and development costs, capitalized expenses,
loan costs, patents, trademarks, copyrights, franchises,
licenses and other intangible assets."
5. Section 10 of Article VII of the Loan Agreement is hereby
deleted in its entirety and the following substituted in lieu thereof:
"CAPITAL EXPENDITURES. On a consolidated basis, make any
investment or capital expenditure including, but not
limited to, expenditures for leasehold improvements or
the acquisition of the assets of any other firm, person,
company, corporation or enterprise, in excess of One
Million Eight Hundred Thousand Dollars ($1,800,000)
during the Borrowers' fiscal year ending March 31, 1998,
and during any fiscal year thereafter; and"
6. Sections 17(b) and 17(c) of Article VI of the Loan
Agreement are hereby deleted in their entireties and the following substituted
in lieu thereof:
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"(b) Maintenance of Leverage Ratio. The Company shall
not permit the ratio of (i) Consolidated Total
Indebtedness as of each date set forth below to (ii)
Consolidated EBITDA of the Company for the four
consecutive fiscal quarters of the Company ended on such
date to exceed the corresponding amount set forth
opposite such date:
Fiscal Quarter Ended Ratio
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June 30, 1997 4.8 to 1.0
September 30, 1997 4.9 to 1.0
December 31, 1997 5.3 to 1.0
March 31, 1998 and the last day
of any subsequent fiscal quarter
of the Company 4.0 to 1.0
(c) Maintenance of Fixed Charge Coverage. The Company shall
not permit the ratio of (i) Consolidated EBITDA of the
Company, to (ii) Consolidated Fixed Charges, measured as
of each date set forth below for the period of four
consecutive full fiscal quarters of the Company ended on
such date, to be less than the ratio set forth opposite
such date:
Fiscal Quarter Ended Ratio
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June 30, 1997 1.2 to 1.0
September 30, 1997 1.3 to 1.0
December 31, 1997 and the last day
of any subsequent fiscal quarter of the Company" 1.4 to 1.0
7. The form Request for Advance and Certification attached
to the Loan Agreement as Exhibit 4 is hereby deleted in its entirety and the
form Request for Advance and Certification attached hereto as "Exhibit 4"
substituted in lieu thereof.
8. The form Borrowing Base Certificate attached to the Loan
Agreement as Exhibit 5 is hereby deleted in its entirety, and the form
Borrowing Base Certificate attached hereto as "Exhibit 5" substituted in lieu
thereof.
9. The "ADDITIONAL LIBOR PERCENTAGE" provision set forth in
Exhibit 7 attached to the Loan Agreement is hereby deleted in its entirety and
the following substituted in lieu thereof:
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"ADDITIONAL LIBOR PERCENTAGE
The term Additional Libor Percentage shall mean one and
three-quarters percent (1.75%)."
10. Section B of Exhibit 7 attached to the Loan Agreement is
hereby deleted in its entirety and the following substituted in lieu thereof:
"B. No more than five (5) different LIBOR funding
segments may be outstanding at any time;"
11. Each Borrower hereby acknowledges, agrees, represents and
warrants that (i) there are no set-offs or defenses against the Notes, the Loan
Agreement or any other Loan Document; (ii) except as specifically amended
hereby, all of the terms and conditions of the Notes, the Loan Agreement and
the other Loan Documents shall remain unmodified and in full force and effect;
(iii) the Notes, the Loan Agreement and the other Loan Documents (as modified
hereby) are hereby expressly approved, ratified and confirmed; and (iv) the
execution, delivery and performance by each Borrower of this Modification (a)
is within its corporate powers, (b) has been duly authorized by all necessary
corporate action, and (c) does not require the consent or approval of any other
person or entity.
12. Concurrent with the execution of this Modification, the
Borrowers shall pay all of the Agent's costs and expenses associated with this
Modification and the transactions referenced herein or contemplated hereby,
including, without limitation, the Agent's reasonable legal fees and expenses.
13. This Modification shall be governed by the laws of the
Commonwealth of Virginia and shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
14. This Modification may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have signed, sealed and
delivered this Modification on the day and year first above written.
BORROWERS:
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[Corporate Seal] BTG, INC.,
ATTEST: a Virginia corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Secretary Title: President and CEO
[Corporate Seal] ADVANCED COMPUTER
ATTEST: TECHNOLOGY, INC., a Delaware
corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Secretary Title: President and CEO
[Corporate Seal] BDS, INC.,
ATTEST: a Virginia corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Secretary Title: CEO
[Corporate Seal] DELTA RESEARCH CORPORATION,
ATTEST: a Virginia corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Secretary Title: CEO
[Corporate Seal] BTG PRODUCTS, INC.,
ATTEST: a Virginia corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Secretary Title: CEO
[Signatures Continue on Following Page]
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[Corporate Seal] CONCEPT AUTOMATION, INC. OF
ATTEST: AMERICA, a Virginia corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Secretary Title: CEO
[Corporate Seal] CONCEPT AUTOMATION SERVICES,
ATTEST: INC., a Virginia corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Secretary Title: CEO
[Corporate Seal] NATIONS, INC., a New Jersey corporation
ATTEST:
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Secretary Title: CEO
AGENT:
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NATIONSBANK, N.A., a
national banking association, acting in its
capacity as Agent
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
LENDER(S):
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NATIONSBANK, N.A., a
national banking association
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
[Signatures Continue on Following Page]
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FLEET CAPITAL CORPORATION, a
Rhode Island corporation
By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
SIGNET BANK, a Virginia banking
corporation
By: /s/ R. XXXX XXXXX
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Name: R. Xxxx Xxxxx
Title: Assistant Vice President
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