EXHIBIT 10.2
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") dated as of October 26, 2001, by and among VERIDIAN CORPORATION, a
Delaware corporation, as Borrower, the Lenders party to the Credit Agreement
referred to below, and FIRST UNION NATIONAL BANK, a national banking
association, as Administrative Agent for the Lenders.
STATEMENT OF PURPOSE
Pursuant to the Amended and Restated Credit Agreement, dated as of
September 14, 2000 (as may be further amended, restated or otherwise modified,
the "Credit Agreement") by and among the Borrower, the Lenders, XXXXXX
FINANCIAL, INC., as Documentation Agent, BANK OF AMERICA, N.A., as Syndication
Agent, and the Administrative Agent, the Lenders have agreed to make, and have
made, certain Loans to the Borrower.
The Borrower has requested that the Administrative Agent, the
Documentation Agent, the Syndication Agent and the Required Lenders agree to
make certain changes to the Credit Agreement. Subject to the terms and
conditions set forth herein, the Administrative Agent, the Documentation Agent,
the Syndication Agent and the Required Lenders are willing to agree to such
amendments.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:
SECTION 1. Definitions. All capitalized terms used and not defined
herein shall have the meanings given thereto in the Credit Agreement.
SECTION 2. Amendments.
(a) Section 1.1 Definitions. The definition of EBITDA set forth in
Section 1.1 of the Credit Agreement is hereby amended by deleting such
definition and substituting the following new definition of EBITDA in lieu
thereof:
"EBITDA" means, for any period, the sum of the following
determined on a Consolidated basis, without duplication, for the
Borrower and its Restricted Subsidiaries in accordance with GAAP: (a)
Net Income for such period plus (b) the sum of the following to the
extent deducted in determining Net Income: (i) the amount of Interest
Expense paid in cash or payable in cash and accrued during such period,
(ii) the amount of Income Tax Expense, calculated without taking into
account any extraordinary items during such period, (iii) the amount of
amortization and depreciation expense for such period and (iv) non-cash
losses realized on the sale of assets during such period, calculated
without taking into account any extraordinary items less (c) interest
income and any cash or non-cash gains realized on the sale of assets
during such period; provided that EBITDA shall be adjusted on a pro
forma basis for the following:
(1) any Permitted Acquisition or divestiture (including pro
forma expense and cost-reductions calculated on a basis
consistent with Regulation S-X of the U.S. Securities
and Exchange Commission, and any other adjustments
relating to any such Permitted Acquisition or divestiture
approved by the Administrative Agent for the four (4)
consecutive fiscal quarters immediately preceding such
Permitted Acquisition or divestiture) (any of the
foregoing pro forma adjustments, "Permitted Acquisition
Adjustments"); and
(2) any other adjustments approved by the Administrative
Agent and set forth on Schedule 1A to the financial
certificate delivered pursuant to Section 6.2(e)(ii), as
updated from time to time pursuant to Section 8.1(a)
(any of the foregoing pro forma adjustments, the "EBITDA
Adjustment").
(b) Applicable Margin. Section 5.1(c) of the Credit Agreement is
hereby amended by deleting such Section 5.1(c) in its entirety and substituting
in lieu thereof the following:
(c) Applicable Margin. The applicable margin per annum provided
for in Section 5.1(a) with respect to any Loan (the "Applicable Margin")
shall be based upon the table set forth below and shall be determined
and adjusted quarterly on the date (each a "Calculation Date") ten (10)
Business Days after the date by which the Borrower is required to
provide an Officer's Compliance Certificate for the most recently ended
fiscal quarter of the Borrower; provided, however, that if the Borrower
fails to provide the Officer's Compliance Certificate as required by
Section 8.2 for the most recently ended fiscal quarter of the Borrower
preceding the applicable Calculation Date, the Applicable Margin from
such Calculation Date shall be based on Pricing Level I (as shown below)
until such time as an appropriate Officer's Compliance Certificate is
provided, at which time the Pricing Level shall be determined by
reference to the Leverage Ratio as of the last day of the most recently
ended fiscal quarter of the Borrower preceding such Calculation Date.
The Applicable Margin shall be effective from one Calculation Date until
the next Calculation Date. Any adjustment in the Applicable Margin shall
be applicable to all Advances then existing or subsequently made or
issued.
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LIBOR FOR BASE RATE FOR
TOTAL REVOLVING REVOLVING LIBOR FOR BASE RATE FOR
PRICING LEVEL LEVERAGE RATIO CREDIT FACILITY CREDIT FACILITY TERM LOAN TERM LOAN
---------------------------------------------------------------------------------------------------------------
Level I Greater than or equal 3.50% 2.25% 4.00% 2.75%
to 4.5 to 1.0
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Level II Less than 4.5 to 1.0, 3.25% 2.00% 3.75% 2.50%
but greater than or
equal to 4.0 to 1.0
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Level III Less than 4.0 to 1.0, 3.00% 1.75% 3.75% 2.50%
but greater than or
equal to 3.5 to 1.0
---------------------------------------------------------------------------------------------------------------
Level IV Less than 3.5 to 1.0, 2.75% 1.50% 3.75% 2.50%
but greater than or
equal to 3.0 to 1.0
---------------------------------------------------------------------------------------------------------------
Level V Less than 3.0 to 1.0 2.50% 1.25% 3.75% 2.50%
---------------------------------------------------------------------------------------------------------------
(c) Use of Proceeds. Section 9.12 of the Credit Agreement is hereby
amended by deleting clause (ii) of the proviso in its entirety and substituting
in lieu thereof "(ii) such Initial Commercial Business Investment shall be
consummated no later than December 31, 2002."
(d) Financial Covenants. The applicable financial covenant levels for
the following financial covenants shall be amended as follows for the
corresponding periods set forth below:
(i) Senior Leverage Ratio. Section 10.1 of the Credit
Agreement is hereby amended by deleting the time periods and ratios set
forth therein (in each case only to the extent covered by the time
periods and ratios set forth below) and substituting in lieu thereof the
following:
October 1, 2001 to December 31, 2001 3.00 to 1.00
January 1, 2002 to June 30, 2002 2.75 to 1.00
July 1, 2002 to December 31, 2002 2.50 to 1.00
January 1, 2003 to June 30, 2003 2.35 to 1.00
July 1, 2003 to September 30, 2003 2.25 to 1.00
October 1, 2003 to December 31, 2003 2.00 to 1.00
Thereafter 1.75 to 1.00
(ii) Total Leverage Ratio. Section 10.2 of the Credit
Agreement is hereby amended by deleting the time periods and ratios set
forth therein (in each case only to the extent covered by the time
periods and ratios set forth below) and substituting in lieu thereof the
following:
October 1, 2001 to December 31, 2001 4.60 to 1.00
January 1, 2002 to March 31, 2002 4.30 to 1.00
April 1, 2002 to June 30, 2002 4.25 to 1.00
July 1, 2002 to December 31, 2002 4.00 to 1.00
January 1, 2003 to June 30, 2003 3.85 to 1.00
July 1, 2003 to September 30, 2003 3.75 to 1.00
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October 1, 2003 to December 31, 2003 3.50 to 1.00
Thereafter 3.25 to 1.00
(iii) Interest Coverage Ratio. Section 10.3 of the Credit
Agreement is hereby amended by deleting the time periods and ratios set
forth therein (in each case only to the extent covered by the time
periods and ratios set forth below) and substituting in lieu thereof the
following:
October 1, 2001 to December 31, 2001 1.80 to 1.00
January 1, 2002 to December 31, 2002 2.00 to 1.00
January 1, 2003 to September 30, 2003 2.25 to 1.00
Thereafter 2.50 to 1.00
(iv) Capital Expenditures. Section 10.4 of the Credit
Agreement is hereby amended by deleting the time periods and amounts set
forth therein (in each case only to the extent covered by the time
periods and amounts set forth below) and substituting in lieu thereof
the following:
Fiscal Year 2001 $16,500,000
Fiscal Year 2002 $18,000,000
Fiscal Year 2003 $20,000,000
Fiscal Year 2004 $22,000,000
Fiscal Year 2005 $24,000,000
Fiscal Year 2006 $24,000,000
(v) Minimum EBITDA. Section 10.5 of the Credit Agreement is
hereby deleted in its entirety and the following new Section 10.5
substituted in lieu thereof:
SECTION 10.5 Minimum EBITDA. As of any fiscal quarter
end, permit EBITDA for the four (4) consecutive fiscal quarters
ending on such date to be less than the sum of (a) an amount
equal to eighty percent (80%) of the aggregate amount of all
Permitted Acquisition Adjustments during the term hereof plus (b)
the corresponding amount set forth below:
Closing Date to June 30, 2001 $53,000,000
July 1, 2001 to September 30, 2001 $54,000,000
October 1, 2001 to December 31, 2001 $54,500,000
January 1, 2002 to March 31, 2002 $55,000,000
April 1, 2002 to June 30, 2002 $56,000,000
July 1, 2002 to September 30, 2002 $57,500,000
October 1, 2002 to December 31, 2002 $58,500,000
January 1, 2003 to June 30, 2003 $60,000,000
July 1, 2003 to March 31, 2004 $62,500,000
Thereafter $65,000,000
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(vi) Working Capital Liquidity Ratio. Section 10.6 of the
Credit Agreement is hereby amended by deleting the time periods and
ratios(in each case only to the extent covered by the time periods and
ratios set forth below) set forth therein and substituting in lieu
thereof the following:
September 1, 2001 to December 31, 2001 1.05 to 1.00
January 1, 2002 to March 31, 2002 1.10 to 1.00
April 1, 2002 to September 30, 2002 1.15 to 1.00
October 1, 2002 to December 31, 2002 1.20 to 1.00
January 1, 2003 to March 31, 2003 1.25 to 1.00
April 1, 2003 to September 30, 2003 1.30 to 1.00
October 1, 2003 to December 31, 2003 1.35 to 1.00
January 1, 2004 to December 31, 2004 1.50 to 1.00
January 1, 2005 to December 31, 2005 1.65 to 1.00
Thereafter 1.75 to 1.00
(d) Schedule 7.1(c). Schedule 7.1(c) of the Credit Agreement is
hereby replaced by the revised version of Schedule 7.1(c) attached hereto. Upon
the Effective Date, the amendments set forth in this Section 2(d) shall be
deemed to be effective as of Closing Date of the Credit Agreement.
SECTION 3. Waivers of the Credit Agreement and Loan Documents.
(a) The Required Lenders hereby waive any Default or Event of Default
arising from the breach of Section 10.1 and Section 10.2 of the Credit Agreement
solely with respect to the fiscal quarter ending September 30, 2001.
(b) The Required Lenders hereby waive any Default or Event of Default
arising from the breach of Section 10.6 of the Credit Agreement solely with
respect to the calendar months ending April 30, 2001 and August 31, 2001.
(c) The Required Lenders hereby waive any Default or Event of Default
arising from the breach of Section 5.29 of the Subordinated Note Agreement.
SECTION 4. Effectiveness. This Amendment shall become effective on
the date (such date, the "Effective Date") hereof, upon the satisfaction of the
following conditions:
(a) This Amendment shall have been duly authorized, executed and
delivered to the Administrative Agent by the Borrower and the Required Lenders.
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(b) The Borrower shall have delivered to the Administrative Agent an
amendment and consent executed by the Borrower and the Required Holders under
the Subordinated Note Agreement, in form and substance satisfactory to the
Administrative Agent, providing (a) an extension of the time period for the
Initial Commercial Business Investment to December 31, 2002 in the definition of
"Permitted Investments" set forth in the Subordinated Note Agreement, (b)
consent to the amendments to Section 10.4 and Section 10.5 of the Credit
Agreement contained herein notwithstanding the provisions of Section 5.22 of the
Subordinated Note Agreement, and (c) waiver of any default or event of default
arising from the breach of Section 5.29 of the Subordinated Note Agreement.
(c) Receipt by the Administrative Agent of (i) an amendment fee equal
to $247,656, for the account of the Lenders that execute the Amendment, on a pro
rata basis in accordance with their Commitment Percentages, (ii) the fees and
expenses of the Administrative Agent incurred in connection with the preparation
and execution of this Amendment and (iii) the fees set forth in the separate fee
letter agreement executed by the Borrower and the Administrative Agent dated
October 8, 2001, payable to the Administrative Agent, for its account.
SECTION 5. Payment of Amendment Fee. In addition to the fees set
forth in Section 4, the Borrower agrees to pay to the Administrative Agent, for
the account of the Lenders that execute the Amendment, on a pro rata basis in
accordance with their Commitment Percentages, an additional amendment fee (the
"Amendment Fee") equal to $495,313, which shall be due and payable on March 31,
2002, if either (a) the Lenders do not approve a proposed sale of Veridian
Engineering, Inc., such approval not to be unreasonably withheld, or (b) the
Borrower (or any Subsidiary thereof) has not received substantially all of the
net cash proceeds from the sale of Veridian Engineering, Inc. by March 31, 2002.
The entire amount of the Amendment Fee shall be deemed fully earned and
non-refundable upon the closing of this Amendment.
SECTION 6. Representations and Warranties.
(a) The Borrower hereby confirms that the representations and
warranties contained in Article VII of the Credit Agreement are true and correct
as of the Effective Date with the same effect as if made on and as of such date;
except for any representation and warranty made as of an earlier date, which
representation and warranty shall remain true and correct as of such earlier
date.
(b) The aggregate amount of the Commercial Business Investment made
as of the Effective Date is $5,547,217.
SECTION 7. Limited Amendment. Except as expressly waived or amended
herein, the Credit Agreement and each other Loan Document shall continue to be,
and shall remain, in full force and effect. This Amendment shall not be deemed
(a) to be a waiver of, or consent to, or a modification or amendment of, any
other term or condition of the Credit Agreement or any other Loan Document or
(b) to prejudice any other right or remedies which the Administrative Agent or
Lenders may now have or may have in the future under or in connection with the
Credit Agreement or the Loan Documents or any of the instruments or agreements
referred to therein, as the same may be amended, restated or otherwise modified.
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SECTION 8. Fees and Expenses. The Borrower hereby agrees to pay on
demand (a) to the Administrative Agent, for the benefit of each other Lender,
all out-of-pocket expenses of such Lender in connection with the preparation,
execution and delivery of this Amendment, whenever the same shall be executed
and delivered (other than legal fees and expenses) and (b) to the Administrative
Agent all out-of-pocket expenses of the Administrative Agent in connection with
the preparation, execution and delivery of this Amendment, including without
limitation the reasonable fees and disbursements of counsel for the
Administrative Agent.
SECTION 9. Counterparts. This Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
SECTION 10. Governing Law. This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the State of North
Carolina, without reference to the conflicts or choice of law principles
thereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered under seal by their respective duly authorized officers
as of the date first above written.
BORROWER:
[CORPORATE SEAL] VERIDIAN CORPORATION, as Borrower
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: XXXXX X. XXXXX
------------------------------
Title: SENIOR VICE PRESIDENT & CEO
-----------------------------
[Signature Pages Continue]
2007291.05
LIB: CH
[First Amendment to Amended and Restated Credit Agreement -Veridian Corporation]
LENDERS:
FIRST UNION NATIONAL BANK, as
Administrative Agent and Lender
By: /s/ Xxxxx Santa Xxxx
------------------------------------
Name: XXXXX SANTA XXXX
------------------------------------
Title: SVP
------------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
BANK OF AMERICA, N.A.,
as Syndication Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
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IBM CREDIT CORPORATION, as Lender
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: XXXXXX X. XXXXXX
---------------------------------
Title: MANAGER OF CREDIT
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
SIEMENS FINANCIAL SERVICES, INC.
as Lender
By: /s/ Xxxxx Xxxxxx
----------------------------
Name: Xxxxx Xxxxxx
----------------------------
Title: VP - Credit
----------------------------
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CHEVY CHASE BANK, as Lender
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
---------------------------------
Title: Vice President
--------------------------------
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XXXXXX FINANCIAL, INC.,
as Documentation Agent and as Lender
Xxxxxx Financial Asset Management LLC
as Authorized Agent
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
---------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
FRANKLIN FLOATING RATE TRUST, as Lender
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxx
---------------------------------
Title: Vice President
--------------------------------
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FRANKLIN FLOATING RATE MASTER
SERIES, as Lender
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxx
---------------------------------
Title: Vice President
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
FRANKLIN CLO I, LIMITED, as Lender
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxx
---------------------------------
Title: Vice President
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
SRF 2000 LLC, as Lender
By: /s/ Xxx X. Xxxxxx
------------------------------
Name: XXX X. XXXXXX
----------------------------
Title: ASST. VICE PRESIDENT
---------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
LIBERTY-XXXXX XXX ADVISOR FLOATING
RATE ADVANTAGE FUND, by XXXXX XXX &
FARNHAM INCORPORATED, as Advisor
as Lender
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------
Title: Sr. Vice President &
---------------------------
Portfolio Manager
---------------------------
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[First Amendment to Amended and Restated Credit Agreement - Veridian
Corporation]
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured
Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------
Name: Xxxxxx X.X. Xxxxx
----------------------------
Title: Authorized Signatory
---------------------------
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[First Amendment to Amended and Restated Credit Agreement - Veridian
Corporation]
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured
Management, Inc.
As Sub-Managing Agent
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------
Name: Xxxxxx X.X. Xxxxx
----------------------------
Title: Authorized Signatory
---------------------------
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[First Amendment to Amended and Restated Credit Agreement - Veridian
Corporation]
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
By: /s/ Xxxxxx X.X. Xxxxx
----------------------------
Name: Xxxxxx X.X. Xxxxx
----------------------------
Title: Authorized Signatory
----------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1, LTD.
By: INVESCO Senior Secured Management, Inc.
As Subadvisor
By: /s/ Xxxxxx X.X. Xxxxx
----------------------------
Name: Xxxxxx X.X. Xxxxx
----------------------------
Title: Authorized Signatory
----------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
KZH ING-1 LLC, as Lender
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
---------------------------------
Title: Authorized Agent
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement -
Veridian Corporation]
KZH ING-2 LLC, as Lender
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
---------------------------------
Title: Authorized Agent
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
KZH ING-3 LLC, as Lender
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
---------------------------------
Title: Authorized Agent
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
KZH SHOSHONE LLC, as Lender
By: /s/ Xxxxx Xxx
-----------------------------------
Name: Xxxxx Xxx
---------------------------------
Title: Authorized Agent
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC.
as Investment Manager
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx CFA
---------------------------------
Title: Vice President
--------------------------------
XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: Executive Director
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
XXX XXXXXX CLO I, LIMITED
BY: XXX XXXXXX MANAGEMENT INC.,
As Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: Executive Director
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
XXX XXXXXX
SENIOR FLOATING RATE FUND
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: XXXXXX X. XXXXXX
----------------------------------
Title: EXECUTIVE DIRECTOR
---------------------------------
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[First Amendment to Amended and Restated Credit Agreement -- Veridian
Corporation]
XXX XXXXXX CLO II, LIMITED
BY: XXX XXXXXX MANAGEMENT INC.,
As Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: XXXXXX X. XXXXXX
-------------------------------
Title: EXECUTIVE DIRECTOR
------------------------------
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[First Amendment to Amended and Restated Credit Agreement - Veridian
Corporation]
XXXXXXXXXXX SENIOR FLOATING RATE
FUND, as Lender
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
----------------------------------
Title: A.V.P.
---------------------------------
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[First Amendment to Amended and Restated Credit Agreement -- Veridian
Corporation]
HARBOR VIEW CDO II, LTD., as Lender
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
---------------------------------
Title: A.V.P.
---------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1
LTD., as Term Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: XXXXX X. XXXXX
---------------------------------
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
---------------------------------
[Signature Pages Continue]
[First Amendment to be Amended and Restated Credit Agreement -- Veridian
Corporation]
SANKATY HIGH YIELD PARTNERS II, L.P.,
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: XXXXX X. XXXXX
----------------------------
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
---------------------------
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[First Amendment to Amended and Restated Credit Agreement - Veridian
Corporation]
SANKATY HIGH YIELD ASSET PARTNERS L.P.
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: XXXXX X. XXXXX
----------------------------
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
---------------------------
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[First Amendment to Amended and Restated Credit Agreement - Veridian
Corporation]
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY, as Lender
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------
Title: Senior Vice President
---------------------------
Xxxxx Xxx & Farnham Incorporated,
as Advisor to the Xxxxx Xxx
Floating Rate
Limited Liability Company
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[First Amendment to Amended and Restated Credit Agreement - Veridian
Corporation]
CHANCELLOR/TRITON CBO, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Xxxxxx X. X. Xxxxx
-----------------------------------
Name: Xxxxxx X. X. Xxxxx
---------------------------------
Title: Authorized Signatory
---------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
THE TORONTO DOMINION BANK, as
Lender
By: /s/ Xxxx Xxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxx
---------------------------------
Title: Manager, Credit Administration
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Adviser
By: /s/ Xxxxxx X. X. Xxxxx
-----------------------------------
Name: Xxxxxx X. X. Xxxxx
---------------------------------
Title: Authorized Signatory
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ Xxxxxx X. X. Xxxxx
-----------------------------------
Name: Xxxxxx X. X. Xxxxx
---------------------------------
Title: Authorized Signatory
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
Sankaty Advisors, LLC, as Collateral
Managers for Xxxxx Point II CBO 2000-1
LTD., as Term Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------
Title: Managing Director
Portfolio Manager
--------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
Sankaty Advisors, Inc., as Collateral
Manager for Xxxxx Point CBO
1999-1 LTD., as Term Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: XXXXX X. XXXXX
-----------------------------------
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
----------------------------------
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[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx X.X. Xxxxx
-------------------------------------
Name: Xxxxxx X.X. Xxxxx
-----------------------------------
Title: Authorized Signatory
----------------------------------
[First Amendment to Amended and Restated Credit Agreement --
Veridian Corporation]
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY ING Capital Advisors LLC,
as Collateral Manager
BY /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx CFA
----------------------------------
Title: Vice President
AMARA-1 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-advisor
By: /s/ Xxxxxx X.X. Xxxxx
----------------------------------------
Name: Xxxxxx X.X. Xxxxx
--------------------------------------
Title: Authorized Signatory
-------------------------------------
[Signature Pages Continued]
[First Amendment to Amended and Restated Credit Agreement--Veridian Corporation]
AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Advisor
By: /s/ Xxxxxx X.X. Xxxxx
----------------------------------------
Name: Xxxxxx X.X. Xxxxx
--------------------------------------
Title: Authorized Signatory
-------------------------------------
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[First Amendment to Amended and Restated Credit Agreement --
Veridian Corporation]
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Attorney in fact
By: /s/ Xxxxxx X.X. Xxxxx
----------------------------------------
Name: Xxxxxx X.X. Xxxxx
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Title: Authorized Signatory
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[Signature Pages Continue]
[First Amendment to Amended and Restated Credit Agreement -- Veridian
Corporation]
XXXXXXX XXXX FLOW FUND II, as Lender
By: /s/ Xxxxxxx X. XxXxxxxx
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Name: Xxxxxxx X. XxXxxxxx
---------------------------------
Title: Managing Director
---------------------------------
[Signature Pages Continue]
[First Amendment to be Amended and Restated Credit Agreement -- Veridian
Corporation]
Sankaty High Yield Partners III, L.P.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------
Title: Managing Director
Portfolio Manager
---------------------------------
[Signature Pages Continue]
[First Amendment to Amended and Restated Credit Agreement -- Veridian
Corporation]
HARBOUR TOWN FUNDING TRUST, as Lender
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
---------------------------------
Title: Authorized Agent
---------------------------------
[Signature Pages Continue]
[First Amendment to Amended and Restated Credit Agreement -- Veridian
Corporation]
