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EXHIBIT 10.1
THIRD MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT
THIS THIRD MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT
(this "Modification") is made as of the 1st day of October, 1996, 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)
SANWA BUSINESS CREDIT CORPORATION, a Delaware corporation ("Sanwa"), having
offices at 0 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000; (iv) SIGNET BANK, a
Virginia banking corporation ("Signet"), having offices at 0000 Xxxxxxxx Xxxx,
Xxxxx Xxxxxx, Xxxxxxxx 00000; and (v) 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"); and CONCEPT AUTOMATION SERVICES, INC., a Virginia corporation ("CAS");
all having principal offices at 0000 Xxx Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000.
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, Sanwa, Signet and each other person or entity
hereafter becoming a "Lender" pursuant to the Loan Agreement (hereinafter
defined) are hereinafter referred to individually as a "Lender" and
collectively as the "Lenders"; and (c) BTG, ACTECH, BDS, DELTA, BTGPRO, CAI,
CAS and each other person or entity hereafter executing a "Joinder Agreement"
pursuant to the Loan Agreement are hereinafter referred to individually as the
"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 a certain
Business Loan and Security Agreement dated November 28, 1995 (as amended by the
hereinafter defined First Modification and Second Modification, the "Loan
Agreement"), by and among NationsBank, the Agent and the Borrowers, the
Borrowers obtained a loan (the "Loan") from NationsBank in the maximum
principal amount of Sixty Million and No/100 Dollars ($60,000,000.00), secured
by, among other things, certain collateral more fully described in Article III,
Section 1 of the Loan Agreement; and
WHEREAS, the Loan was originally evidenced by a certain Revolving
Promissory Note dated November 28, 1995 (together with all extensions,
renewals, modifications and/or substitutions thereof or therefor, the "Original
Note"), made by the Borrower and payable to the order of the Agent, in the
maximum principal amount of Sixty Million and No/100 Dollars ($60,000,000.00);
and
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WHEREAS, pursuant to the terms and conditions of a certain First
Modification to Business Loan and Security Agreement dated February 16, 1996
(the "First Modification"), the Loan Agreement was amended to evidence
NationsBank's consent to, among other things, BTG's issuance and sale of
certain subordinate notes and warrants to Nomura Holding of America, Inc., a
Delaware corporation; and
WHEREAS, pursuant to the terms and conditions of a certain Second
Modification to Business Loan and Security Agreement dated March 28, 1996 (the
"Second Modification"), Fleet, Sanwa and Signet became Lender parties to the
Loan Agreement, and agreed to be bound by the terms and conditions thereof and
advance loan proceeds in accordance therewith; and
WHEREAS, concurrent with the execution of the Second
Modification, the Original Note was substituted and replaced by four (4)
certain Revolving Promissory Notes dated March 28, 1996 (together with all
extensions, renewals, modifications and/or substitutions thereof or therefor,
collectively, the "Notes"), each made by the Borrowers and payable to the order
of a Lender, in the aggregate maximum principal amount of Sixty Million Dollars
($60,000,000); and
WHEREAS, BTG has requested that (i) the Lenders consent to BTG
entering into a financing arrangement with DFS (the "Wholesale Financing"),
pursuant to which DFS will provide financing to BTG, from time to time, for the
sole purpose of funding BTG's acquisition of inventory, and all of BTG's
inventory will become subject to a security interest in favor of DFS; and (ii)
the Agent subordinate its security interest in all of BTG's inventory, to the
security interest in such inventory being granted to DFS; and
WHEREAS, the Lenders have agreed to consent to the Wholesale
Financing and the Agent has agreed to subordinate its security interest in all
of BTG's inventory, subject to certain terms and conditions, as hereinafter
provided; and
WHEREAS, CAI has requested that (i) the Lenders' consent to CAI
entering into a financing arrangement with DFS (the "CAI Financing") in
connection with CAI's performance under two (2) particular Government
Contracts, pursuant to which all tangible and intangible property of CAI used
by CAI solely in connection with such two (2) Government Contracts will become
subject to a security interest in favor of DFS; and (ii) the Agent subordinate
its security interest in the tangible and intangible personal property used by
CAI solely in connection with such two (2) Government Contracts, to the
security interest in such tangible and intangible personal property being
granted to DFS; and
WHEREAS, the Lenders have agreed to consent to the CAI
Financing, and the Agent has agreed to subordinate its security interest in the
tangible and intangible personal property of CAI used solely in connection with
the above-referenced two (2) Government Contracts, subject to certain terms and
conditions, as hereinafter provided; and
WHEREAS, the Borrowers and Lenders desire to confirm their
understanding with respect to the consequences of a default under bonding
agreements; and
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WHEREAS, the Borrowers have also requested an increase in the
maximum principal amount of the Loan from Sixty Million Dollars ($60,000,000)
to Eighty-five Million Dollars ($85,000,000); and
WHEREAS, the Lenders have agreed to increase the maximum
principal amount of the Loan, as hereinafter provided.
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. Subject to the terms and conditions of this Third
Modification (and the Loan Agreement, as modified hereby),
(i) the Lenders agree that they will consent to the
Wholesale Financing, provided that (a) the Lenders review and approve in
writing any and all agreements, documents and/or instruments to be entered into
in connection therewith, all of which must be acceptable to the Lenders in all
respects, (b) at no time shall the aggregate amount of the outstanding
principal balance of the Wholesale Financing, together with any and all accrued
and unpaid interest thereon and any other sums payable in connection therewith,
exceed Fifteen Million Dollars ($15,000,000), (c) from and after the date BTG
obtains the Wholesale Financing, Eligible Finished Goods Inventory shall not be
included in the computation of the Maximum Borrowing Base of the Loan, as
hereinafter provided, and (d) Nomura executes and delivers a written consent to
the Wholesale Financing in form and substance acceptable to the Agent; and
(ii) the Lenders agree that they will consent to the CAI
Financing, provided that (a) the Lenders review and approve in writing any and
all agreements, documents and/or instruments to be entered into in connection
therewith, all of which must be acceptable to the Lenders in all respects, (b)
at no time shall the aggregate amount of the outstanding principal balance of
the CAI Financing advanced in connection with that certain Government Contract,
identified as Contract Number TIR-95-0079, dated July 3, 1995, by and between
CAI and the United States Department of the Treasury, IRS, together with any
and all accrued and unpaid interest thereon and any other sums payable in
connection therewith, exceed Ten Million Dollars ($10,000,000), (c) at no time
shall the aggregate amount of the outstanding principal balance of the CAI
Financing advanced in connection with that certain Government Contract,
identified as Contract Number N68939-96-D-0006, dated April
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18, 1996, by and between CAI and the Naval Information Systems Management
Center, together with any and all accrued and unpaid interest thereon and any
other sums payable in connection therewith, exceed Five Million Dollars
($5,000,000), and (d) Nomura executes and delivers a written consent to the CAI
Financing, in form and substance acceptable to the Agent; and
(iii) the Lenders and the Borrowers hereby agree that, the
maximum principal amount of the Loan shall be increased from Sixty Million
Dollars ($60,000,000) to Eighty-five Million Dollars ($85,000,000), effective
simultaneously with the execution and delivery of (a) this Modification; (b) an
allonge and modification to each of the Notes, evidencing an increase in the
maximum principal amount of the Notes, in form and substance satisfactory to
the Agent; and (c) a written consent to such increase executed and delivered by
Nomura, in form and substance satisfactory to the Agent.
3. Simultaneously with the effectiveness of the increase to
the maximum principal amount of the Loan referenced in Section 2(iii) above,
the definition of "Commitment Amount" set forth in the "Certain Definitions"
section of the Loan Agreement shall be automatically deleted in its entirety
and the following substituted in lieu thereof:
"Commitment Amount" shall mean Eighty-five Million Dollars
($85,000,000)."
4. Simultaneously with the effectiveness of the Lenders'
consent to the Wholesale Financing, the definition of Eligible Finished Goods
Inventory shall be automatically deleted in its entirety from the "Certain
Definitions" section of the Loan Agreement, and the definition of "Permitted
Liens" shall automatically be amended to include liens in favor of DFS,
encumbering only inventory purchased by BTG with the proceeds of the Wholesale
Financing and granted in accordance with the terms and provisions of the DFS
Financing Agreement.
5. Simultaneously with the effectiveness of the Lenders'
consent to the CAI Financing, the definition of "Permitted Liens" set forth in
the "Certain Definitions" section of the Loan Agreement shall be automatically
amended to include liens in favor of DFS, encumbering CAI's tangible and
intangible personal property used solely in connection with the NTOPS Contract
and/or the TDAII Contract and granted in accordance with the terms and
provisions of the CAI Financing Agreement.
6. Simultaneously with the effectiveness of the Lenders'
consent to the Wholesale Financing, the following definitions of "DFS", "DFS
Financing Agreement", "DFS Subordination Agreement" and "Wholesale Financing"
shall be automatically added to the "Certain Definitions" Section of the Loan
Agreement:
"DFS" shall Deutsche Financial Services Corporation, a
Nevada corporation, together with its successors and
assigns.
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"DFS Financing Agreement" shall mean that certain document,
instrument or agreement to be entered into by and between
DFS and BTG, as in effect on the date of original execution
thereof, pursuant to which DFS agrees to provide the
Wholesale Financing to BTG.
"DFS Subordination Agreement" shall mean that certain
agreement, document or instrument to be entered into by and
between DFS and the Agent, pursuant to which the Agent
agrees to subordinate its security interest in any and all
inventory acquired by BTG solely with the proceeds of the
Wholesale Financing, to the security interest in favor of
DFS.
"Wholesale Financing" shall mean that certain financing
provided by DFS to BTG from time to time for BTG's
acquisition of inventory, pursuant to the DFS Financing
Agreement.
7. Simultaneously with the effectiveness of the Lenders'
consent to the CAI Financing, the following definitions of "CAI Financing",
"CAI Financing Agreement", "TDAII Contract" and "NTOPS Contract" shall be
automatically added to the "Certain Definitions" Section of the Loan Agreement:
"CAI Financing" shall mean that certain financing provided
by DFS to CAI in connection with CAI's performance under
the TDAII Contract and/or the NTOPS Contract.
"CAI Financing Agreement" shall mean that certain document,
instrument or agreement to be entered into by and between
DFS and CAI, as in effect on the date of original execution
thereof, pursuant to which DFS agrees to provide the CAI
Financing to CAI.
"CAI Subordination Agreement" shall mean that certain
agreement, document or instrument to be entered into by and
between DFS and the Agent, pursuant to which the Agent
agrees to subordinate its security interest in any and all
of CAI's tangible and intangible personal property used
solely in connection with the NTOPS Contract and/or the
TDAII Contract, to the security interest in favor of DFS.
"NTOPS Contract" shall mean that certain Government
Contract, identified as Contract Number N68939-96-D-0006,
dated April 18, 1996, by and between CAI and the Naval
Information Systems Management Center.
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"TDAII Contract" shall mean that certain Government
Contract, identified as Contract Number TIR-95-0079, dated
July 3, 1995, by and between CAI and the United States
Department of the Treasury, IRS.
8. Simultaneously with the effectiveness of the Lenders'
consent to the Wholesale Financing, Section 3(a) of Article I of the Loan
Agreement shall be automatically deleted in its entirety and the following
substituted in lieu thereof:
"(a) Maximum Advances. Notwithstanding any term or
provision of this Agreement or any other Loan Document to
the contrary, it is understood and agreed that in no event
whatsoever shall the Lenders be obligated to advance any
amount or have Obligations outstanding pursuant hereto
which shall exceed the lesser of:
1. the Commitment Amount; or
2. the aggregate of (the "Maximum Borrowing Base"):
i. ninety percent (90%) of the Borrowers'
Eligible Borrowing Base Receivables
representing amounts due and owing from
the Government, which are outstanding
less than one hundred twenty-one (121)
days from the date of original invoice;
plus
ii. ninety percent (90%) of the Borrowers'
Eligible Borrowing Base Receivables
representing amounts due and owing from
NATO, which are outstanding less than one
hundred fifty-one (151) days from the
date of original invoice; plus
iii. eighty-five percent (85%) of the
Borrowers' Eligible Borrowing Base
Receivables representing amounts due and
owing from domestic account debtors
(other than the Government or NATO),
which are outstanding less than
ninety-one (91) days from the date of
original invoice.; plus
iv. the lesser of (x) fifty percent (50%) of
the Borrowers' Eligible Unbilled Costs;
or (y) Two Million Dollars ($2,000,000).
All receivables included in the computation of the Maximum
Borrowing Base must be acceptable to the Agent in all
respects. Each request for an advance shall be deemed a
representation by the Borrowers that any Eligible Borrowing
Base Receivable or Eligible
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Unbilled Cost on which such request is based satisfies the
foregoing requirements."
9. Simultaneously with the effectiveness of the Lenders'
consent to the Wholesale Financing, the negative covenant set forth in Section
7 of Article VII of the Loan Agreement, which prohibits the Borrowers from
suffering or incurring any new indebtedness for borrowed money, shall not be
deemed to be violated by the Borrowers if the Borrowers obtain the Wholesale
Financing in accordance with the terms hereof.
10. Simultaneously with the effectiveness of the Lenders'
consent to the CAI Financing, the negative covenant set forth in Section 7 of
Article VII of the Loan Agreement, which prohibits any Borrower from suffering
or incurring any new indebtedness for borrowed money, shall not be deemed to be
violated if CAI obtains the CAI Financing in accordance with the terms hereof.
11. Simultaneously with the effectiveness of the Lenders'
consent to the Wholesale Financing, Article VII of the Loan Agreement shall be
automatically amended by adding the following new negative covenant:
"WHOLESALE FINANCING. Permit the aggregate of the
outstanding principal balance of the Wholesale Financing,
together with any and all accrued and unpaid interest
thereon and any other sums payable in connection therewith,
to exceed, at any time, Fifteen Million Dollars
($15,000,000)."
12. Simultaneously with the effectiveness of the Lenders'
consent to the CAI Financing, Article VII of the Loan Agreement shall be
automatically amended by adding the following new negative covenant:
"CAI FINANCING. Permit the aggregate amount of the
outstanding principal balance of the CAI Financing advanced
in connection with (i) the TDAII Contract, together with
any and all accrued and unpaid interest thereon and any
other sums payable in connection therewith, to exceed, at
any time, Ten Million Dollars ($10,000,000); or (ii) the
NTOPS Contract, together with any and all accrued and
unpaid interest thereon and any other sums payable in
connection therewith, to exceed, at any time, Five Million
Dollars ($5,000,000)."
13. Simultaneously with the effectiveness of this
Modification, Article IX, Section 1 of the Loan Agreement shall be
automatically amended by adding the following new default subsection (j):
"(j) if a default shall have occurred under the terms and
provisions of any bonding contract or other agreement
entered into by any
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Borrower in connection with the performance by any Borrower
of its obligations under any contract."
14. Simultaneously with the effectiveness of the Lenders'
consent to the Wholesale Financing, Article IX, Section 1 of the Loan Agreement
shall be automatically amended by adding the following new default subsection
as subsection (k) or (l), as applicable:
" if a default shall have occurred under the DFS Financing
Agreement or any other agreement, document or instrument
entered into in connection with the Wholesale Financing, or
if any person or entity (other than the Agent) shall be in
breach or in violation of any of the terms and conditions
of the DFS Subordination Agreement."
15. Simultaneously with the effectiveness of the Lenders'
consent to the CAI Financing, Article IX, Section 1 of the Loan Agreement shall
be automatically amended by adding the following new default subsection as
subsection (k) or (l), as applicable:
"if a default shall have occurred under the CAI Financing
Agreement or any other agreement, document or instrument
entered into in connection with the CAI Financing, or if
any person or entity (other than the Agent) shall be in
breach or in violation of any of the terms and conditions
of the CAI Subordination Agreement entered into in
connection with the CAI Financing."
16. Simultaneously with the effectiveness of the increase to
the maximum principal amount of the Loan referenced in Section 2(iii) above,,
Schedule 1 of the Loan Agreement shall be automatically deleted in its entirety
and the following substituted in lieu thereof:
"SCHEDULE 1
----------
Lenders Percentage Loan Commitment
------- ----------- ---------------
NationsBank, N.A. 37.5% $31,875,000.00
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
XxXxxx, Xxxxxxxx 00000
Tel. (000) 000-0000
Fax. (000) 000-0000
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SCHEDULE 1 (cont'd)
Lenders Percentage Loan Commitment
------- ----------- ---------------
Fleet Capital Corporation 25% $21,250,000.00
000 Xxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Tel. (000) 000-0000
Fax. (000) 000-0000
Sanwa Business Credit Corporation 25% $21,250,000.00
0 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Tel. (000) 000-0000
Fax. (000) 000-0000
Signet Bank 12.5% $10,625,000.00
0000 Xxxxxxxx Xxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000
Tel. (000) 000-0000
Fax. (000) 000-0000"
17. Simultaneously with the effectiveness of the increase to
the maximum principal amount of the Loan referenced in Section 2(iii) above,
the reference to "$60,000,000.00" set forth in the computation section of the
Exhibit 5 of the Loan Agreement shall be automatically deleted and the
following substituted in lieu thereof: "$85,000,000.00".
18. Simultaneously with the effectiveness of the Lenders'
consent to the Wholesale Financing, (a) Exhibit 5 of the Loan Agreement shall
be automatically deleted in its entirety and the Exhibit 5 attached to this
Modification substituted in lieu thereof; and (b) all of the Schedules to
Exhibit 5 of the Loan Agreement shall remain unmodified, except that Schedule E
thereto shall be automatically deleted in its entirety.
19. Simultaneously with the execution of this Modification,
the Notes are being amended by increasing the aggregate maximum principal
amount thereof from Sixty Million Dollars ($60,000,000) to Eighty-five Million
Dollars ($85,000,000); it being understood and agreed that (a) each of the
Notes shall be increased proportionately in an amount equal to each Lender's
respective Percentage, as set forth in Schedule 1 attached to the Loan
Agreement (as modified hereby); and (b) such amendments to the Notes shall
automatically become effective and in full force and effect upon the
effectiveness of the increase in the maximum principal amount of the Loan, as
contemplated by Section 2(iii) above.
20. Each Borrower hereby expressly acknowledges and agrees
that any and all of the Collateral heretofore, now or hereafter pledged by the
Borrowers to the Agent for the benefit of the Lenders shall be collateral
security for, among other things, repayment of the full amount of the Loan, as
modified hereby.
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21. Each Borrower hereby acknowledges and agrees 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 (as modified hereby) and the other Loan Documents 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.
22. Concurrent with the execution of this Modification, the
Borrowers shall pay to the Agent, on behalf of the Lenders ratably, an
additional commitment fee in the amount of One Hundred Twenty-five Thousand
Dollars ($125,000). Furthermore, 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.
23. The Borrowers, Agent and Lenders hereby acknowledge that
Fleet is a Rhode Island corporation and that any and all references in and to
the Loan Agreement and/or any other Loan Document to "Fleet Capital
Corporation, a Connecticut corporation" shall mean and refer to Fleet Capital
Corporation, a Rhode Island corporation.
24. 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.
25. 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.
IN WITNESS WHEREOF, the undersigned have executed this
Modification on the day and year first above written.
BORROWERS:
---------
[Corporate Seal] BTG, INC.,
ATTEST: a Virginia corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
-------------------------- ----------------------------
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
-------------------- --------------------------
Title: Secretary Title: President and CEO
-------------------- -------------------------
[Signatures Continue on Following Page]
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[Corporate Seal] ADVANCED COMPUTER TECHNOLOGY,
ATTEST: INC., a Delaware corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ C. XXXXXX XXXXX
-------------------------- ----------------------------
Name: Xxxxxxxx X. Xxxxxxx Name: C. Xxxxxx Xxxxx
-------------------- --------------------------
Title: Secretary Title: President
-------------------- -------------------------
[Corporate Seal] BDS, INC.,
ATTEST: a Virginia corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
-------------------------- ----------------------------
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
-------------------------- ----------------------------
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
-------------------------- ----------------------------
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
-------------------- --------------------------
Title: Secretary Title: CEO
-------------------- -------------------------
[Corporate Seal] CONCEPT AUTOMATION, INC. OF
ATTEST: AMERICA, a Virginia corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
-------------------------- ----------------------------
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 SERVICES, INC.,
ATTEST: a Virginia corporation
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
-------------------------- ----------------------------
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
-------------------- --------------------------
Title: Secretary Title: CEO
-------------------- -------------------------
AGENT:
------
NATIONSBANK, N.A., a
national banking association
By: /s/ XXXXXXX X. XXXXX
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
LENDER(S):
---------
NATIONSBANK, N.A., a
national banking association
By: /s/ XXXXXXX X. XXXXX
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
FLEET CAPITAL CORPORATION, a
Rhode Island corporation
By: /s/ XXXXXX XXXXXXX
--------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
SANWA BUSINESS CREDIT CORPORATION,
a Delaware corporation
By: /s/ XXXXXXX X. XXX
--------------------------
Name: Xxxxxxx X. Xxx
Title: Vice President
[Signatures Continue on Following Page]
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SIGNET BANK, a Virginia banking
corporation
By: /s/ XXXXXXX X. XXXXX
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
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EXHIBIT 5
BORROWING BASE CERTIFICATE
NationsBank, N.A., 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000-0000
Pursuant to the terms and conditions of a certain Business Loan and Security
Agreement dated November 28, 1995 (as amended, the "Loan Agreement") made by
and among NationsBank, N.A., as agent ("Agent"), certain Lender parties thereto
(collectively, the "Lenders") and BTG, Inc., a Virginia corporation ("BTG"),
certain subsidiaries of BTG and any other person or entity who has become a
party thereto pursuant to the Loan Agreement (collectively, the "Borrower"),
BTG, on its own behalf and as attorney-in-fact for and on behalf of each
Borrower, hereby delivers this Borrowing Base Certificate to the Agent to
induce the Lenders to make Loan advances to the Borrower pursuant to the Loan
Agreement. Capitalized terms shall have the meanings set forth in the Loan
Agreement.
BORROWER:
----------------------------------
PERIOD ENDING:
----------------------------------
NUMBER:
----------------------------------
The Borrowing Base is computed as follows:
1. Value of 90% of Eligible Government Borrowing Base
Receivables from Schedule A:
----------------------------
2. Value of 90% of Eligible NATO Borrowing Base Receivables
from Schedule B:
----------------------------
3. Value of 85% of Eligible Non-Government and Non-NATO
Borrowing Base Receivables from Schedule C:
----------------------------
4. Value of 50% of Eligible Unbilled Costs from Schedule D:
(Cap of $2,000,000)
----------------------------
5. The Borrowing Base (Total of lines 1 to 4)
----------------------------
6. Maximum Loan Amount $85,000,000
----------------------------
7. Loan Balance as of the date of this Certificate
----------------------------
8. Outstanding Face Amount of Letter of Credit(s)
----------------------------
9. Availability
(The lesser of lines 5 or 6, minus the sum of lines 7 and 8)
----------------------------
The undersigned certifies to the Agent, on its own behalf and as
attorney-in-fact for and on behalf of each of the Borrowers, that (a) this
report is true and correct in all respects, is in accordance with the books and
records of the undersigned and is prepared in accordance with the terms of the
Loan Agreement; (b) as of the date hereof, all of the representations and
warranties of the
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Borrowers contained in the Loan Agreement are true and correct; and (c) no
default or Event of Default or any event or condition which, with the giving
of notice of the passage of time or both, would constitute a default or Event
of Default under the Loan Agreement exists.
BTG, Inc., a Virginia corporation, on its own
behalf and as attorney in-fact for and on
behalf of each Borrower
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
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