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 CORPORATION, a Delaware corporation
(the "Borrower"), the financial institutions from time to time party to the
Original 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").
Statement of Purpose
The Borrower, the Lenders and the Administrative Agent are parties to a
Credit Agreement dated as of June 10, 2002 (the "Original Credit Agreement"), by
and among the Borrower, the Lenders, and the Administrative Agent pursuant to
which the Lenders have extended certain credit facilities to the Borrower.
Pursuant to the terms of the Signal Purchase Agreement dated as of
August 12, 2002, by and among Signal Corporation, a Virginia corporation
("Signal"), ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ (the "Individual Shareholders"), as
sellers, and the Borrower, as purchaser, the Borrower has agreed to acquire all
the issued and outstanding capital stock of Signal and indirectly all of the
outstanding membership interests in Signal Services LLC, a Virginia limited
liability company ("Signal Services") for a purchase price not to exceed $230
million (subject to working capital adjustments in accordance with the
definitive Signal Purchase Agreement) (the "Acquisition"). Promptly after the
effective date hereof, Signal will change its name to Veridian IT Services, Inc.
A portion of the purchase price will be paid through the issuance of
subordinated promissory notes in the aggregate original principal amount of
Twenty Five Million Dollars ($25,000,000) (the "Signal Subordinated Financing")
by the Borrower to the Individual Shareholders pursuant to a subordinated note
agreement dated as of even date herewith (the "Signal Subordinated Note
Agreement").
Pursuant to a Sale and Assignment Agreement dated on or about the date
hereof between the Borrower as "Purchaser" and ▇▇▇▇▇ ▇▇▇▇ as "Owner", the
Borrower intends to purchase from the Owner, contemporaneously with the
Acquisition, all of the Owner's right title and interest in and to the "PM
Reports" computer programs and all related documentation and intellectual
property for a maximum aggregate purchase price of $3,600,000.00 (the "Software
Acquisition").
The Borrower has requested that the Lenders (a) consent to the
Acquisition, (b) consent to the Signal Subordinated Financing, (c) consent to
the Software Acquisition and (d) amend and restate the Original Credit Agreement
(as so amended and restated, the "Amended and Restated Credit Agreement") in
certain respects as more fully described below.
Subject to the terms and conditions of this Agreement, the
Administrative Agent and the Lenders are willing to agree to the requested
consents and amendments.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized, undefined terms used in this
Agreement shall have the meanings assigned thereto in the Amended and Restated
Credit Agreement.
SECTION 2. Consents. Subject to the conditions to effectiveness set
forth in Section 4 below, the Administrative Agent and the Lenders
hereby consent to (a) the Acquisition and (b) the Signal Subordinated Financing
and (c) the Software Acquisition.
SECTION 3. Amendment. Subject to the conditions to effectiveness set
forth in Section 4 below, the Original Credit Agreement is hereby amended and
restated in the form attached hereto as Exhibit A. The Administrative Agent is
hereby authorized to execute the Amended and Restated Credit Agreement on behalf
of the Lenders and to make such adjustments to the Register as are necessary to
give effect to this Agreement.
SECTION 4. Effectiveness. This Agreement shall become effective upon the
satisfaction of the following conditions (all of which are intended to be
satisfied contemporaneously with the closing of the Acquisition), as determined
by the Administrative Agent:
(a) receipt by the Administrative Agent of a duly authorized and
executed original of this Agreement by the Borrowers and the Guarantors;
(b) receipt by the Administrative Agent of sufficient Lender
authorizations, to authorize the execution of this Agreement by the
Administrative Agent;
(c) receipt by the Administrative Agent of a short-form certificate
of the secretary or assistant secretary of each of the Borrower and its
Subsidiaries party to any Loan Document as of the Original Closing Date
certifying that the articles of incorporation and bylaws delivered pursuant to
the Original Credit Agreement continue unchanged (or, if applicable, specifying
the nature of any changes thereto) and remain in full force and effect as of the
date hereof, and attaching (i) resolutions duly adopted by the Board of
Directors of the Borrower or such Subsidiary authorizing the borrowings
contemplated hereunder and the execution, delivery and performance of this
Agreement and the other Loan Documents to which the Borrower or such Subsidiary
is a party and (ii) certificates as of a recent date of the good standing of the
Borrower or such Subsidiary from its respective state of organization;
(d) receipt by the Administrative Agent of a certificate of the
secretary or assistant secretary of Signal certifying as to the incumbency and
genuineness of the signature of each officer of Signal executing Loan Documents
to which Signal is a party and certifying that attached thereto is a true,
correct and complete copy of (i) the articles of incorporation of Signal and all
amendments thereto, certified as of a recent date by the appropriate
Governmental Authority in its jurisdiction of incorporation, (ii) the bylaws of
Signal as in effect on the date of such certifications, (iii) resolutions duly
adopted by the Board of Directors of Signal authorizing the transactions
contemplated under this Agreement and the delivery of a joinder agreement in
form and
substance satisfactory to the Administrative Agent pursuant to Section
9.11 of the Credit Agreement (a "Joinder Agreement") and the execution, delivery
and performance of each Loan Document to which Signal is a party, and (iv)
certificates as of a recent date of the good standing of Signal under the laws
of its jurisdiction of organization and, to the extent requested by the
Administrative Agent, each other jurisdiction where Signal is qualified to do
business;
(e) receipt by the Administrative Agent of a certificate of the
secretary or assistant secretary of Signal Services certifying as to the
incumbency and genuineness of the signature of each officer of Signal Services
executing Loan Documents to which Signal Services is a party and certifying that
attached thereto is a true, correct and complete copy of (i) the certificate of
organization of Signal Services and all amendments thereto, certified as of a
recent date by the appropriate Governmental Authority in its jurisdiction of
organization, (ii) the operating agreement of Signal Services as in effect on
the date of such certifications, (iii) evidence of limited liability company
action of Signal Services authorizing the transactions contemplated under this
Agreement and the delivery of a Joinder Agreement and the execution, delivery
and performance of each Loan Document to which Signal Services is a party, and
(iv) certificates as of a recent date of the good standing of Signal Services
under the laws of its jurisdiction of organization and, to the extent requested
by the Administrative Agent, each other jurisdiction where Signal Services is
qualified to do business;
(f) receipt by the Administrative Agent of an executed
acquisition certificate, in form and substance satisfactory to the
Administrative Agent, in connection with the Acquisition and attaching (i) the
definitive Signal Purchase Agreement, with all corresponding schedules and
exhibits, (ii) the definitive Signal Subordinated Note Agreement and (iii)
copies of the subordinated promissory notes evidencing the Signal Subordinated
Financing;
(g) receipt by the Administrative Agent of duly authorized,
executed and delivered copies of the Joinder Agreement and such additional
certificates, instruments and other documents in connection with the Acquisition
(including, without limitation, each agreement or document required to be
delivered pursuant to Section 9.11 of the Original Credit Agreement,
(notwithstanding the times periods set forth therein), each in form and
substance satisfactory thereto) as are reasonably requested by the
Administrative Agent to create and perfect a security interest, for the ratable
benefit of the Administrative Agent and the Lenders, in all of Signal's and
Signal Services' personal property to secure the Obligations under the Amended
and Restated Credit Agreement;
(h) receipt by the Administrative Agent of a Perfection Certificate
for Signal and Signal Services;
(i) receipt by the Administrative Agent of written authorization
from Signal and Signal Services to file in the appropriate filing offices UCC-1
financing statements in form and substance acceptable to the Administrative
Agent naming Signal and Signal Services, respectively, as "Debtor";
(j) receipt by the Administrative Agent of (i) original stock
certificates issued to the Borrower by Signal and corresponding stock powers and
(ii) certificates (if any) evidencing the Borrower's limited liability company
interests in Signal Services;
(k) receipt by the Administrative Agent of a satisfactory legal
opinion of counsel to the Borrower and its Subsidiaries (after giving effect to
the Acquisition) regarding this Agreement and the Joinder Agreements; and
(l) the Borrower's payment of all outstanding fees and expenses of
the Administrative Agent (including without limitation, legal fees and expenses)
incurred in connection with the preparation and negotiation of this Agreement
and all documents, certificates and other instruments delivered in connection
therewith.
SECTION 5. Limited Consent and Amendment. Except as expressly provided
in this Agreement, the Amended and Restated Credit Agreement and each other Loan
Document shall continue to be, and shall remain, in full force and effect. This
Agreement shall not be deemed or otherwise construed (a) to be a waiver of, or
consent to or a modification or amendment of, any other term or condition of the
Amended and Restated Credit Agreement or any other Loan Document, (b) to
prejudice any other right or remedies that the Administrative Agent or the
Lenders, or any of them, may now have or may have in the future under or in
connection with the Amended and Restated Credit Agreement or the Loan Documents,
as such documents may be amended, restated or otherwise modified from time to
time, (c) to be a commitment or any other undertaking or expression of any
willingness to engage in any further discussion with the Borrower or any other
person, firm or corporation with respect to any waiver, amendment, modification
or any other change to the Amended and Restated Credit Agreement or the Loan
Documents or any rights or remedies arising in favor of the Lenders or the
Administrative Agent, or any of them, under or with respect to any such
documents or (d) to be a waiver of, or consent to or a modification or amendment
of, any other term or condition of any other agreement by and among the
Borrower, on the one hand, and the Administrative Agent or any other Lender, on
the other hand.
SECTION 6. Representations and Warranties/No Default. By its execution
hereof, and after giving effect to this Agreement, the Borrower hereby certifies
that (a) each of the representations and warranties set forth in the Amended and
Restated Credit Agreement and the other Loan Documents is true and correct as of
the date hereof as if fully set forth herein (other than representations and
warranties which speak as of a specific date pursuant to the Amended and
Restated Credit Agreement, which representations and warranties shall have been
true and correct as of such specific dates) and that as of the date hereof
(after giving effect to the provisions of this Agreement) no Default or Event of
Default has occurred and is continuing, and (b) the execution, delivery and
performance of this Agreement have been authorized by all requisite corporate
action on the part of the Borrower.
SECTION 7. Confirmation of all Loan Documents by Borrower. The Borrower
hereby expressly consents to this Agreement. The Borrower hereby (a) reaffirms
all of its respective covenants, representations, warranties and other
obligations set forth in the Amended and Restated Credit Agreement and the other
Loan Documents to which it is a party and (b)
acknowledges, represents and agrees that its respective covenants,
representations, warranties and other obligations set forth in the Amended and
Restated Credit Agreement, the Joinder Agreement and the other Loan Documents to
which it is a party remain in full force and effect.
SECTION 8. Confirmation of all Loan Documents by Guarantors. Each of
the Subsidiaries of the Borrower on the signature pages hereto (each a
"Guarantor", and collectively, the "Guarantors") hereby expressly consents to
this Agreement. Each Guarantor hereby (a) reaffirms all of its respective
covenants, representations, warranties and other obligations set forth in the
Security Documents and the other Loan Documents to which it is a party and (b)
acknowledges, represents and agrees that its respective covenants,
representations, warranties and other obligations set forth in the Security
Documents, the Joinder Agreement and the other Loan Documents to which it is a
party remain in full force and effect.
SECTION 9. Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Agreement, including, without
limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent.
SECTION 10. Governing Law. This Agreement, the Notes and the other Loan
Documents, unless otherwise expressly set forth therein, shall be governed by,
construed and enforced in accordance with the laws of the State of North
Carolina, without reference to the conflicts or choice of law principles
thereof.
SECTION 11. Counterparts. This Agreement may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed under seal by their duly authorized representatives, all as of the
day and year first above written.
[CORPORATE SEAL] VERIDIAN CORPORATION, as Borrower
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Sr. Vice President & Chief Financial Officer
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent and Lender and on behalf of the
other Lenders
By: /s/ ▇▇▇▇▇ SANTA ▇▇▇▇
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Name: ▇▇▇▇▇ Santa ▇▇▇▇
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Title: Director
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GUARANTORS:
[CORPORATE SEAL] VERIDIAN ENGINEERING, INC., as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Sr. Vice President & Chief Financial Officer
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[CORPORATE SEAL] VERIDIAN SYSTEMS DIVISION, INC.,
as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Sr. Vice President & Chief Financial Officer
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[CORPORATE SEAL] VERIDIAN SYSTEMS INCORPORATED,
as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Sr. Vice President & Chief Financial Officer
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[CORPORATE SEAL] MRJ GROUP, INC., as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Sr. Vice President & Chief Financial Officer
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[CORPORATE SEAL] VERIDIAN INFORMATION SOLUTIONS, INC., as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Sr. Vice President & Chief Financial Officer
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[CORPORATE SEAL] VERIDIAN COMMERCIAL OPERATIONS INC.
(f/k/a Veritect, Inc.), as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Sr. Vice President & Chief Financial Officer
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[CORPORATE SEAL] SIGNAL CORPORATION, as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Sr. Vice President & Chief Financial Officer
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[CORPORATE SEAL] SIGNAL SERVICES LLC, as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Sr. Vice President & Chief Financial Officer
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