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SECOND AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT AND REVOLVING CREDIT NOTE
THIS AMENDMENT, dated as of November 29, 1995 ("Amendment") to the
Amended and Restated Revolving Credit and Term Loan Agreement and the Revolving
Credit Note, both dated as of November 15, 1993 and amended pursuant to a
certain First Amendment to Revolving Credit and Term Loan Agreement and
Revolving Credit Note dated as of December 9, 1994 (as so amended, the
"Agreement" and the "Note" respectively), is entered into by and between
ANALYSIS & TECHNOLOGY, INC., a Connecticut corporation (the "Company") and
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, a national banking association
(the "Bank").
W I T N E S S E T H
WHEREAS, pursuant to the Agreement, the Bank has made certain advances
to the Company and the Company has made certain covenants to the Bank; and
WHEREAS, the Bank and the Company now desire to amend the Agreement to
provide for, among other things, an increase in the Commitment and an extension
of the Termination Date.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged and pursuant to the requirements of the Agreement, the parties
hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meanings specified in, or by reference in, the
Agreement.
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Section 2. Amendment to the Agreement
(a) Section 1.1 of the Agreement is amended and restated to read
as follows:
Section 1.1 Amounts. Subject to the terms and conditions
contained in this Agreement, the Bank agrees to make loans
(the "Revolving Credit Loans" and individually, a "Revolving
Credit Loan") to the Company from time to time prior to
October 31, 1997 (the "Termination Date") in principal amounts
not exceeding at any one time outstanding the sum of
$20,000,000 (such amount, as it may be reduced from time to
time as hereinafter provided, is herein called the
"Commitment") less the face amount of all Letters of Credit
issued for the account of the Company or any other party
guaranteed by the Company (the "Letters of Credit" and each
individually a "Letter of Credit"). Each Revolving Credit Loan
shall be either a Domestic Loan, a CD Loan, or a Eurodollar
Loan as the Company may elect subject to the provisions of
this Agreement. Notwithstanding anything herein to the
contrary, during the term of this Agreement, the sum of (i)
the aggregate outstanding principal amount of Revolving Credit
Loans hereunder plus (ii) the aggregate available face amount
of all Letters of Credit, shall not at any time exceed the
Commitment.
(b) The Revolving Credit Note a form of which is attached to the
Agreement as Exhibit A-1, is amended to substitute "$20,000,000" for each
reference in the Agreement to "$18,500,000" and "Twenty Million Dollars" for
each reference in the Agreement to "Eighteen Million Five Hundred Thousand
Dollars."
(c) Section 1.3 of the Agreement is amended to change the maturity
date of the Term Loan from November 1, 2001 to November 1, 2002, by substituting
the reference to "November 1, 2001" with "November 1, 2002."
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(d) Exhibits C, D, E and F to the Agreement are each amended and
restated to read in the form of Exhibits C, D, E and F respectively, attached
hereto and made a part hereof as Exhibits C, D, E and F.
Section 3. Conditions and Effectiveness. This Amendment shall become
effective when, and only when, the Bank and the Company have received
counterparts of this Amendment executed by the Bank and by the Company.
Section 4. Reference to and Effect on the Agreement.
(a) Upon the effectiveness of Section 2 hereof, on and
after the date hereof, (i) each reference in the Agreement to "this Agreement,"
"hereunder," "hereof," "herein," or words of like import, and each reference to
the Agreement in the Revolving Credit Note and any other document relating to
the Agreement, shall mean and be in reference to the Agreement as amended hereby
and (ii) each reference in the Revolving Credit Note to "this Note, "
"hereunder," "hereof," "herein," or words of similar import, and each reference
in the Agreement to "the Note" or "the Revolving Credit Note" shall mean and be
in reference to the Revolving Credit Note as amended hereby.
(b) Except as specifically amended herein, the Agreement
and the Note shall remain in full force and effect and are hereby ratified and
confirmed.
Section 5. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
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Section 6. Execution and Counterparts. This Amendment may be executed
in any number of counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which when taken together shall
constitute one in the same instrument.
Section 7. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
ANALYSIS & TECHNOLOGY, INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Its: Executive Vice President
Chief Financial and
Administrative Officer
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Its: Vice President
