LOAN AGREEMENT Among DLH Holdings Corp. (the “Company”), DLH Solutions, Inc. and Danya International, LLC (the “Subsidiary Borrowers” and together with the Company, the “Borrower”) and Fifth Third Bank as “Bank” Dated as of May 2, 2016
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LOAN AGREEMENT Among DLH Holdings Corp. (the “Company”), DLH Solutions, Inc. and Xxxxx International, LLC (the “Subsidiary Borrowers” and together with the Company, the “Borrower”) and Fifth Third Bank as “Bank” Dated as of May 2, 2016
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iii 9.13 Invalidity of Loan Documents ........................................................................................ 36 9.14 Change in Control ........................................................................................................... 36 9.15 Suspension or Debarment ............................................................................................... 36 10. ENFORCING THIS AGREEMENT; MISCELLANEOUS ..............................................37 10.1 GAAP. ............................................................................................................................. 37 10.2 Georgia Law. ................................................................................................................... 37 10.3 Successors and Assigns. .................................................................................................. 37 10.4 Right of Setoff. ................................................................................................................ 37 10.5 Severability; Waivers. ..................................................................................................... 37 10.6 Attorneys' Fees. ............................................................................................................... 37 10.7 One Agreement. .............................................................................................................. 38 10.8 Indemnification. .............................................................................................................. 38 10.9 Notices. ........................................................................................................................... 38 10.10 Further Assurances .......................................................................................................... 39 10.11 Headings. ........................................................................................................................ 39 10.12 Patriot Act Notice............................................................................................................ 39 10.13 Counterparts. ................................................................................................................... 39 Exhibit A: Borrowing Base Agreement Exhibit B: Permitted Liens Exhibit C: Backlog Report Exhibit D: Assignment of Claims Act Schedule 1 Adjusted EBITDA Schedule 7.13 Other Equity Investments Schedule 7.14: Subsidiaries Schedule 8.4: Existing Indebtedness Schedule 8.7: Existing Investments Schedule 8.8: Existing Extensions of Credit
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LOAN AGREEMENT This Loan Agreement dated as of May 2, 2016 (this “Agreement”), is among Fifth Third Bank, an Ohio Banking Corporation (the “Bank”), and DLH Holdings Corp., a New Jersey corporation (the “Company”), DLH Solutions, Inc., a Georgia corporation, Xxxxx International, LLC, a Maryland limited liability company (the “Subsidiary Borrowers” and together with the Company, the “Borrowers”), 1. DEFINED TERMS As used in this Agreement, the following terms shall have the meanings set forth below: “Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Company or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any Person or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the voting stock of any Person. “Adjusted EBITDA” means EBITDA plus (i) cost synergies; (ii) non-cash stock option expense; (iii) executive compensation; (iv) contract renewal bonuses; (v) excess facility costs; (vi) severance expense; and (vii) normalized unallowable costs. For avoidance of any doubt, Adjusted EBITDA shall be computed consistent with Schedule 1 attached hereto which sets forth as an example a Summary Income Statement and EBITDA and Adjusted EBITDA Schedule for the last four fiscal quarters ended March 31, 2016. “Advance” means a borrowing hereunder (or conversion or continuation thereof) consisting of the aggregate amount of the several Loans made by the Bank (or converted or continued by the Bank on the same date of conversion or continuation). “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Agreement” means this Loan Agreement as it may be amended, restated or modified from time to time. “Applicable Margin” means 3.00%. “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. “Available Letter of Credit Commitment” means the Letter of Credit Commitment minus an amount equal to the outstanding Letters of Credit issued hereunder.
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{N0109914 } 2 6035818 “Borrower” is defined in the preamble hereto. “Borrowing Base Agreement” means that certain Borrowing Base Agreement between Borrower and Bank dated as of even date herewith. “Borrowing Base Certificate” means the certificate showing the availability of Advances required pursuant to the Borrowing Base Agreement. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Cincinnati, Ohio and, if such day relates to any LIBOR Rate Increment, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market. “Capital Expenditures” means expenditures to purchase real estate, equipment, or machinery. “Capital Stock” means (i) in the case of any corporation, all capital stock and any securities exchangeable for or convertible into capital stock and any warrants, rights or other options to purchase or otherwise acquire capital stock or such securities or any other form of equity securities, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. “Change of Control” shall mean the occurrence, after the date hereof, of any of the following: (i) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), other than any employee benefit plan or plans (within the meaning of Section 3(3) of ERISA), shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 35% or more in voting power of the outstanding Voting Stock of the Parent, or (ii) during any period of twelve (12) consecutive calendar months, individuals who were directors of the Parent on the first day of such period shall cease to constitute a majority of the board of directors of the Parent other than because of the replacement as a result of death or disability of one or more such directors; provided that for purposes of this definition, the aggregate beneficial ownership of the Voting Stock of the Parent as of the date hereof by Wynnefield Partners Small Cap Value, LP, Wynnefield Partners Small Cap Value, LP I, Wynnefield Small Cap Value Offshore Fund, Ltd. and any other affiliated entity controlled by Wynnefield Capital, Inc. shall not constitute a Change of Control. “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any rule, regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules,
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{N0109914 } 3 6035818 guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and (iii) all requests, rules, guidelines or directives issued by a Governmental Authority in connection with the Bank’s submission or re-submission of a capital plan under 12 C.F.R. § 225.8 or a Governmental Authority’s assessment thereof shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented, promulgated or issued. “Closing Date” means May 2, 2016. “Code” means the Internal Revenue Code of 1986. “Collateral” shall mean any and all assets and rights and interests in or to property of Borrower, whether real or personal, tangible or intangible, in which a Lien is granted or purported to be granted pursuant to the Collateral Documents. “Collateral Documents” means all agreements, instruments and documents now or hereafter executed and delivered in connection with this Agreement pursuant to which Liens are granted or purported to be granted to Bank in Collateral securing all or part of the Obligations each in form and substance reasonably satisfactory to Bank, as each may be amended, restated or modified from time to time. “Collections Accounts” means that certain accounts numbered #7460952679 and #7460952828 maintained at Bank or such other account as Bank may designate as the Collections Account (which accounts may be subject springing deposit account control agreements at the Bank’s option). “Consolidated Entity” means at any date any Subsidiary, and any other entity the accounts of which would be combined or consolidated with those of the Borrower in its combined or consolidated financial statements if such statements were prepared as of such date. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. ‘Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “Default Rate” means a rate of interest which is 200 basis points higher than the rate of interest otherwise provided under this Agreement.
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{N0109914 } 4 6035818 “Dollar” and “$” mean lawful money of the United States. “EBITDA” means net income, less income or plus loss from discontinued operations and extraordinary items, plus income taxes, plus interest expense, plus depreciation, depletion, amortization, calculated in each case for Borrower and its Subsidiaries on a consolidated basis. For avoidance of any doubt, EBITDA shall be computed consistent with Schedule 1 attached hereto which sets forth as an example a Summary Income Statement and EBITDA and Adjusted EBITDA Schedule for the last four fiscal quarters ended March 31, 2016. “Equity Interest” means as to any Person all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act). “Event of Default” has the meaning specified in Article 9. “Excluded Taxes” means, with respect to Bank and its successors and assigns, (a) taxes imposed on or measured by its gross or net income (however denominated), or business privilege, Capital Stock, or franchise taxes imposed on it (whether calculated on gross or net assets, gross or net income, capitalization or any combination of the foregoing), by any Governmental Authority, and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower is located. “Excess Cash Flow” with respect to any fiscal year equals EBITDA plus any change in Working Capital, less the sum of voluntary principal prepayments on the Term Loan and scheduled principal payments on funded debt (including amortization of the Term Loan but excluding prepayments of the Revolving Loan except to the extent such prepayment results in a permanent reduction in the Revolving Loan commitment), cash interest charges, cash tax payments and tax distributions, unfunded Capital Expenditures. “Fixed Charge Coverage Ratio” means the ratio of (a) Borrower’s Adjusted EBITDA plus rent and operating lease payments, less cash taxes paid, distributions, dividends and capital expenditures (other than Capital Expenditures financed with the proceeds of purchase money Indebtedness or Capital Leases to the extent permitted hereunder) and other extraordinary items for the twelve month period then ending to (b) the consolidated sum of (i) Borrower’s interest expense, and (ii) all principal payments with respect to Indebtedness that were paid or were due and payable by all Consolidated Entities during the period plus rent and operating lease expense incurred in the same such period. “Funded Debt” with respect to any Person, without duplication, (a) all Indebtedness for borrowed money and (b) all Indebtedness evidenced by notes, bonds, debentures or similar instruments, or upon which interest payments are customarily made, in each case, that by its terms matures more than one (1) year from, or is directly or indirectly renewable or extendible at such Person's option under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of more than one (1) year from, the date of creation thereof, and
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{N0109914 } 6 6035818 “Guaranteed Obligations” means as to any Person, without duplication, any obligation of such Person guaranteeing, providing comfort or otherwise supporting any Indebtedness, lease, dividend, or other obligation (“primary obligation”) of any other Person (the “primary obligor”) in any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation, (b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such arrangement from loss (other than product warranties given in the ordinary course of business) or (e) indemnify the owner of such primary obligation against loss in respect thereof; provided that the term Guaranteed Obligations shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guaranteed Obligations at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guaranteed Obligations is incurred and (y) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guaranteed Obligations, or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof. “Guarantor” means any Person that executes a Guarantee of the Obligations. “Increment” shall mean any principal amount under the Loan bearing interest under the Libor Rate or any substitute rate. “Indebtedness” means (i) all items (except items of Capital Stock, of capital surplus, of general contingency reserves or of retained earnings, deferred income taxes, and amount attributable to minority interest if any) which in accordance with generally accepted accounting principles would be included in determining total liabilities on a consolidated basis (if Borrower should have a subsidiary) as shown on the liability side of a balance sheet as at the date as of which indebtedness is to be determined, (ii) all indebtedness secured by any mortgage, pledge, lien or conditional sale or other title retention agreement to which any property or asset owned or held is subject, whether or not the indebtedness secured thereby shall have been assumed (excluding non- capitalized leases which may amount to title retention agreements but including capitalized leases), and (iii) all indebtedness of others which Borrower or any Subsidiary has directly or indirectly guaranteed, endorse (otherwise than for collection or deposit in the ordinary course of business), discounted or sold with recourse or agreed (contingently or otherwise) to purchase or repurchase or otherwise acquire, or in sold with recourse or agreed (contingently or otherwise) to purchase or repurchase or otherwise acquire, or in respect of which Borrower or any Subsidiary has agreed to apply or advance funds (whether by way of loan, stock purchase, capital contribution or otherwise) or otherwise to become directly or indirectly liable. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof
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{N0109914 } 7 6035818 as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. “Indemnified Taxes” means Taxes other than Excluded Taxes. “Interest Payment Date” means the 1st day of each month, beginning June 1, 2016, and provided further that, in addition to the foregoing, each of (x) the date upon which each of the Revolving Loan Commitment and the Term Loan Commitment have been terminated and the Loans have been paid in full and (y) the Term Loan Maturity Date and the Revolving Line of Credit Maturity Date, shall be deemed to be an “Interest Payment Date” with respect to any interest (including interest accruing at the Default Rate) that has then accrued under this Agreement. “Interest Period” means with respect to any LIBOR Rate Principal, the period commencing on the date such LIBOR Rate Principal is disbursed or on any subsequent Interest Rate Determination Date and ending on last day of each calendar month thereafter. “Interest Rate Determination Date” shall mean the date that the Loan is funded and the first day of each calendar month thereafter, beginning June 1, 2016. “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. “IRS” means the United States Internal Revenue Service. “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. “Lending Office” means, as to Bank, the office of Bank in Atlanta, Georgia. “Letter of Credit Commitment” shall mean the obligation of the Bank to issue Letters of Credit in an aggregate face amount not to exceed One Million Dollars ($1,000,000.00) outstanding at any time as a sublimit under the Revolving Line of Credit Commitment, as such obligations may be reduced from time to time pursuant to the terms hereof.
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{N0109914 } 8 6035818 “Letter of Credit Obligations” shall mean, at any time, the sum of (a) an amount equal to the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit (including the amount to which any such Letter of Credit can be reinstated pursuant to the terms hereof); and (b) an amount equal to the aggregate, but unreimbursed, drawings on any Letters of Credit. “Letter of Credit Reserve Account” shall mean any account maintained by the Bank, the proceeds of which shall be held by Bank as cash collateral for any Letter of Credit repayment obligations. “Letters of Credit” shall mean, collectively, standby Letters of Credit and commercial Letters of Credit issued by the Bank on behalf of the Borrower or its Subsidiaries from time to time in accordance with the terms hereof. “LIBOR Business Day” means a Business Day which is also a London Banking Day. “LIBOR Rate” is, as of any date of determination in accordance with this Agreement, the rate of interest fixed by ICE Benchmark Administration Limited (or any successor thereto, or replacement thereof, approved by Bank, each an “Alternate LIBOR Source”) at approximately 11:00 a.m., London, England time (or the relevant time established by ICE Benchmark Administration Limited, an Alternate LIBOR Source, or Bank, as applicable), two (2) Business Days prior to such date of determination, relating to quotations for the one month London InterBank Offered Rates on U.S. Dollar deposits, as displayed by Bloomberg LP (or any successor thereto, or replacement thereof, as approved by Bank, each an “Approved Bloomberg Successor”), or, if no longer displayed by Bloomberg LP (or any Approved Bloomberg Successor), such rate as shall be determined in good faith by Bank from such sources as it shall determine to be comparable to Bloomberg LP (or any Approved Bloomberg Successor), all as determined by Bank in accordance with this Note and Bank’s loan systems and procedures periodically in effect. Notwithstanding anything to the contrary contained herein, in no event shall the LIBOR Rate be less than 0% as of any date (the “LIBOR Rate Minimum”); provided that, at any time during which a Swap Contract with Bank is then in effect with respect to all or a portion of the Obligations, the LIBOR Rate Minimum, the Rounding Adjustment and the Adjustment Protocol (as defined below) shall all be disregarded and no longer of any force and effect with respect to such portion of the Obligations subject to such Swap Contract. Each determination by Bank of the LIBOR Rate shall be binding and conclusive in the absence of manifest error. The rate shall be adjusted on the first Interest Rate Determination Date and each subsequent Interest Rate Determination Date thereafter (the “Adjustment Protocol”). For purposes herein, the Libor Rate shall never be deemed to be below 0.00% regardless of the actual rate reported by the Bloomberg reporting service, or such similar service selected by the Bank. “LIBOR Rate Increment” means an Increment under the Loan that bears interest at a rate based on the LIBOR Rate. “LIBOR Rate Principal” means any portion of the Principal Debt which bears interest at an applicable LIBOR Rate at the time in question.
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{N0109914 } 9 6035818 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). “Loan” means the Term Loan or the Revolving Line of Credit Loan, as the case may be, made by Bank to Borrower pursuant to Section 2 in an amount not to exceed the Term Loan Commitment and the Revolving Loan Commitment. Collectively the Term Loan and the Revolving Line of Credit Loan are referred to as the “Loans.” “Loan Documents” means this Agreement and each Collateral Document. “London Banking Day” means a day on which banks in London are open for business and dealing in offshore dollars. “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) of Borrower and any Subsidiaries taken as a whole; (b) a material and sustained impairment of the ability of Borrower to perform its material obligations under any Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower of any material provisions of the Loan Documents. “Note” means collectively, the promissory notes evidencing the Term Loan and the Revolving Line of Credit Loan. “Obligations” means all advances to, and debts, liabilities, obligations, reimbursement obligation or indemnity of the Borrower on account of Letters of Credit, ACH, payment-cards, covenants and duties of Borrower to Bank, whether arising under any Loan Document or otherwise with respect to the Loan, any Swap Contract, or any other contract, agreement, instrument or other document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. “Obligor” means for purposes of this Agreement any Guarantors. “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
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{N0109914 } 10 6035818 “Other Taxes” means all present or future stamp, intangible or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. Other Taxes shall not include Excluded Taxes. “Permitted Liens” means (i) liens for taxes not yet due and payable; (ii) landlords’, carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business, payment for which is not more than thirty (30) days past due or which are being contested in good faith and by appropriate proceedings; (iii) pledges or deposits in connection with worker's compensation, unemployment insurance and other social security legislation; (iv) deposits to secure the performance of utilities, lease, statutory obligations and surety and appeal bonds, bids, tenders, contracts (other than contracts relating to Indebtedness) and other obligations of a like nature incurred in the ordinary course of business; (v) bankers' liens, rights of setoff and similar liens arising by statute or under customary terms regarding depository relationships on deposits held by financial institutions with whom either Borrower has a banker-customer relationship; (vi) typical restrictions imposed by licenses and leases of software (including location and transfer restrictions); (vii) judgment liens in respect of judgments that do not constitute an Event of Default; (viii) liens in favor of Bank, (ix) easements, rights of way, zoning restrictions, minor defects and irregularities of title and other charges or encumbrances with respect to real property, which in each case do not interfere in any material respect with the conduct of the Borrower’s or any Subsidiary’s business, (x) rights of setoff included in commercial contracts, (xi) other liens incidental to the conduct of the Borrower’s and its Subsidiaries’ business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or obtaining of advances or credit, and which do not in the aggregate materially detract from the Bank’s rights to the Collateral or the value of the Borrower’s and its Subsidiaries’ property or assets; (xii) liens on assets purchased, leased or otherwise acquired, or reconditioned or improved, with Indebtedness, including capital lease obligations, and any renewals or extensions thereof, so long as the amount secured is not increased, and (xiii) those liens, if any, set forth and described on Exhibit B, and any renewals or extensions thereof, so long as the property covered by such liens is not expanded, and the amount secured is not increased. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Pledge Agreement” means a Pledge Agreement executed by the Company pledging in favor of Bank the Capital Stock in either a Subsidiary Borrower or any other Subsidiary. “Prime Rate” means the floating rate of interest established from time to time by Bank at its principal office as its “Prime Rate”, whether or not Bank shall at times lend to borrowers at lower rates of interest. “Principal Debt” means the aggregate unpaid principal balance on the Loans per the terms of this Agreement and related Loan Documents at the time in question. “Revolving Line of Credit Commitment” means $10,000,000.00.
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{N0109914 } 11 6035818 “Revolving Line of Credit Loan” means the Loan provided for in Section 2.3. “Revolving Line of Credit Maturity Date” means May 1, 2018. “Subordination Agreement” means that certain Subordination Agreement dated of the date hereof among Bank, Company, Wynnefield Partners Small Cap Value, LP, Wynnefield Partners Small Cap Value, LP I and Wynnefield Small Cap Value Offshore Fund, Ltd. “Subordinated Liabilities” means liabilities subordinated to Borrower's obligations to Bank in a manner acceptable to Bank in its sole discretion. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower. “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Bank or any Affiliate of the Bank). “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so- called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person
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{N0109914 } 16 6035818 greater than or equal to 2.00:1.00. Borrower will provide a worksheet for Bank’s review and approval showing how the Cash Flow Recapture Payment is calculated prior to the time any such payment is made. Borrower may apply as an offset to any such Cash Flow Recapture Payment any voluntary prepayments of principal made by Borrower on the Term Loan for such fiscal year. The Cash Flow Recapture Payment shall be applied to the outstanding principal balance of the Term Loan until the Term Loan shall have been paid in full. The Cash Flow Recapture Payment is in addition to the monthly scheduled payments. 2.10 Interest Calculation. Except as otherwise stated in this Agreement, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed in the case of LIBOR Increments. Installments of principal which are not paid when due under this Agreement shall continue to bear interest until paid at the Default Rate. 2.11 Interest Limited. As used in this Agreement the term “interest” does not include any fees (including, but not limited to, any loan fee, periodic fee, unused commitment fee or waiver fee) or other charges imposed on the Borrower in connection with the Indebtedness evidenced by this Agreement, other than the interest described above. In no event shall the amount or rate of interest due and payable under this Agreement exceed the maximum amount or rate of interest allowed by applicable law and, in the event any such excess payment is made by the Borrower or received by the Bank, such excess sum shall be credited as a payment of principal (or if no principal shall remain outstanding, shall be refunded to the Borrower). It is the express intent hereof that the Borrower not pay and the Bank not receive, directly or indirectly, interest in excess of that which may be lawfully paid under applicable law including the usury laws in force in the State of Georgia. 2.12 Increased Costs. (a) Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, Bank (except any reserve requirement reflected in the LIBOR Rate); (ii) subject Bank to any tax of any kind whatsoever with respect to this Agreement, or change the basis of taxation of payments to Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12 and the imposition of, or any change in the rate of, any Excluded Tax payable by Bank); or (iii) impose on Bank or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Rate Increments; and the result of any of the foregoing shall be to increase the cost to Bank of making or maintaining any LIBOR Rate Increment, or to reduce the amount of any sum received or receivable by Bank hereunder (whether of principal, interest or any other amount) then,
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{N0109914 } 19 6035818 charges (but, provided that no Event of Default has occurred and is continuing, only twice per year) and the reasonable fees, expenses and disbursements of the Bank or any accountants or other experts retained by the Bank (including any affiliate of Bank as shall be engaged for such purpose) in connection with accounting and collateral audits or reviews of the Borrower and its affairs; and (b) to promptly pay all fees, costs and expenses (including attorneys' fees and expenses) incurred by Bank in connection with any action to enforce any Loan Document or to collect any payments due from Borrower. All fees, costs and expenses for which Borrower is responsible under this Section 3.2 shall be deemed part of the Obligations when incurred, and shall be payable within ten (10) days following demand by the Bank. 4. COLLATERAL 4.1 Personal Property. The property listed below now owned or owned in the future by the Borrower will secure the Borrower's obligations to the Bank under this Agreement. The Collateral is further defined in security or pledge agreements executed by the parties who own the Collateral. The Collateral shall secure all other present and future obligations of the Borrower to the Bank. All Collateral securing any other present or future obligations of the Borrower to the Bank shall also secure this Agreement. (a) Inventory. (b) Accounts, chattel paper, instruments, documents of title and letter of credit rights. (c) Equipment including vehicles, trailers and any equipment or goods for which certificates of title are issued. (d) All investment property and securities entitlements. (e) Deposit accounts. (f) Intangibles including all patents, patent rights, trademarks, and servicemarks (and goodwill appurtenant thereto) trademark rights, trade names, servicemark rights, trade name rights, copyrights, trade secret rights and all other intellectual property rights. (g) Commercial tort claims. (h) The Capital Stock of the Subsidiary Borrowers. All deposit accounts shall be treated as having been owned by one single entity for purposes of setoff, paying overdrafts or other charges or expenses incurred in any one deposit account.
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{N0109914 } 22 6035818 The obligation of the Bank to make any Advance hereunder is subject to the following conditions precedent: (a) The representations and warranties of Borrower contained in Article 7 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of the Loan, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (ii) for changes therein occurring after the date hereof which are not prohibited by the terms of this Agreement. (b) No Default shall exist, or would result from such proposed Advance or from the application of the proceeds thereof. 7. REPRESENTATIONS AND WARRANTIES When the Borrower signs this Agreement, and until the Bank is repaid in full, the Borrower makes the following representations and warranties. Each request for an extension of credit constitutes a renewal of these representations and warranties as of the date of the request: 7.1 Formation. (a) The Company (i) is duly organized, validly existing and in good standing as a corporation under the laws of the State of New Jersey, (ii) has all requisite power and authority to carry on its business as now conducted and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect. (b) DLH Solutions, Inc. (i) is duly organized, validly existing and in good standing as a corporation under the laws of the State of Georgia, (ii) has all requisite power and authority to carry on its business as now conducted and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect. (c) Xxxxx International, LLC (i) is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Maryland, (ii) has all requisite power and authority to carry on its business as now conducted and (iii) is duly qualified to do business, and is be in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect. 7.2 Authorization.
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{N0109914 } 35 6035818 unremedied for thirty (30) days after the earlier of (x) any officer of the Borrower becomes aware of such failure, or (y) notice thereof shall have been given to the Borrower by the Bank. 9.3 Cross-default. Any default occurs under any agreement in connection with any Funded Debt of Borrower having a principal balance of $250,000.00 or more if the default consists of failing to make a payment when due or gives the other lender the right to accelerate the obligation and it is not cured or waived within thirty (30) days. 9.4 False Information. Any representation or warranty made or deemed made by or on behalf of the Borrower in or in connection with this Agreement or any other Loan Document and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Bank by the Borrower or any representative of the Borrower pursuant to or in connection with this Agreement shall prove to be incorrect in any material respect when made or deemed made. 9.5 Bankruptcy. The Borrower or any Obligor, files a bankruptcy petition, an involuntary bankruptcy petition is filed against any of the foregoing parties and is not dismissed within sixty (60) days, or the Borrower or any Obligor makes a general assignment for the benefit of creditors. 9.6 Receivers. A receiver or similar official is appointed for a substantial portion of the Borrower's or any Obligor's business, or the business is terminated, or, if any Obligor is anything other than a natural person, such Obligor is liquidated or dissolved. 9.7 Judgments. Any final judgments or arbitration awards are entered against the Borrower or any of its Subsidiaries, in an amount of $250,000.00 or more that is not covered by insurance and that remains outstanding for more than thirty (30) days without being satisfied, stayed or bonded. 9.8 Corporate Existence. The Borrower shall dissolve or otherwise cease to exist. 9.9 Default under Related Documents. Any default occurs under any Loan Document and such failure shall remain unremedied for thirty (30) days after the earlier of (i) any officer of Borrower becomes aware of such failure, or (ii) notice thereof shall have been given to the Borrower by Bank. 9.10 Security Interest.
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{N0109914 } 36 6035818 Except as otherwise permitted by the terms of the Loan Agreement, or except to the extent the Bank agrees or elects not to perfect its security interest, should the Bank cease to have an enforceable first priority Lien on any property which is subject to a security interest created by any Loan Document. 9.11 ERISA Plans. Any one or more of the following events occurs with respect to a Plan of the Borrower subject to Title IV of ERISA, provided such event or events would reasonably be expected, in the judgment of the Bank, to subject the Borrower to any tax, penalty or liability (or any combination of the foregoing) which, in the aggregate, could have a Material Adverse Effect: (a) A reportable event shall occur under Section 4043(c) of ERISA with respect to a Plan for which the PBGC has not waived the 30-day notice requirement. (b) Any Plan termination (or commencement of proceedings to terminate a Plan) or the full or partial withdrawal from a Plan that is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA by the Borrower or any ERISA Affiliate. 9.12 Breach of Borrowing Base. If any of the credit covered by this Agreement is subject to an agreement to maintain a borrowing base, the terms of such agreement are breached and the Borrower fails to cure such breach by the expiration of any applicable cure period. 9.13 Invalidity of Loan Documents In each case, other than as expressly permitted hereunder or thereunder or due to satisfaction in full of the Loan, any Loan Document or any provision thereof, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of the Loan, ceases to be in full force and effect; or Borrower contests in any manner the validity or enforceability of any Loan Document or any provision thereof; Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document or any provision thereof. 9.14 Change in Control The occurrence of a Change of Control. 9.15 Suspension or Debarment Borrower is suspended or debarred by the Suspension & Debarment Division of the U.S. General Services Administration, U.S. Government, or otherwise prevented from renewing, soliciting or otherwise conducting business with the Federal government directly or as an agent or representative of other contractors or of participants in Federal assistance programs.
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{N0109914 } 37 6035818 10. ENFORCING THIS AGREEMENT; MISCELLANEOUS 10.1 GAAP. Except as otherwise stated in this Agreement, all financial information provided to the Bank and all financial covenants will be made under GAAP, consistently applied. 10.2 Georgia Law. This Agreement is governed by the laws of the State of Georgia, except for conflict of laws provisions. 10.3 Successors and Assigns. This Agreement is binding on the Borrower's and the Bank's successors and assignees. The Borrower agrees that it may not assign this Agreement without the Bank's prior consent. The Bank may, with the Borrower’s consent so long as there exists no Event of Default (such consent not to be unreasonably withheld), sell participations in or assign this loan, and may exchange information about the Borrower (including, without limitation, any information regarding any hazardous substances) with actual or potential participants or assignees. If a participation is sold or the loan is assigned, the purchaser will have the right of set-off against the Borrower. 10.4 Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, the Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by the Bank to or for the credit or the account of the Borrower against any Indebtedness owed by Borrower to Bank, irrespective of whether the Bank shall have made demand hereunder and although such Indebtedness may be unmatured. The Bank agrees promptly to notify the Borrower after any such set-off and any application made by the Bank; provided, that the failure to give such notice shall not affect the validity of such set-off and application. 10.5 Severability; Waivers. If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after default. If the Bank waives a default, it may enforce a later default. Any consent or waiver under this Agreement must be in writing. 10.6 Attorneys' Fees. The Borrower shall reimburse the Bank for any reasonable costs and attorneys' fees actually incurred by the Bank in connection with the enforcement or preservation of any rights or remedies
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{N0109914 } 38 6035818 under this Agreement and any other documents executed in connection with this Agreement, and in connection with any amendment, waiver, “workout” or restructuring under this Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to recover costs and reasonable attorneys' fees incurred in connection with the lawsuit or arbitration proceeding, as determined by the court or arbitrator. In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, the Bank is entitled to recover costs and reasonable attorneys' fees incurred by the Bank related to the preservation, protection, or enforcement of any rights of the Bank in such a case. 10.7 One Agreement. This Agreement and any related security or other agreements required by this Agreement, collectively: (a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit; (b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail. Any reference in any related document to a “promissory note” or a “note” executed by the Borrower and dated as of the date of this Agreement shall be deemed to refer to this Agreement, as now in effect or as hereafter amended, renewed, or restated. 10.8 Indemnification. The Borrower will indemnify and hold the Bank harmless from any loss, liability, damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Agreement or any document required hereunder, (b) any credit extended or committed by the Bank to the Borrower hereunder, and (c) any litigation or proceeding related to or arising out of this Agreement, any such document, or any such credit but excluding any loss, liability, damages, judgment and costs arising from the gross negligence or willful misconduct of Bank. This indemnity includes but is not limited to attorneys' fees actually incurred. This indemnity extends to the Bank, its parent, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys, and assigns. This indemnity will survive repayment of the Borrower's obligations to the Bank. All sums due to the Bank hereunder shall be obligations of the Borrower, due and payable immediately upon demand. 10.9 Notices. Unless otherwise provided in this Agreement or in another agreement between the Bank and the Borrower, all notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Agreement, or sent by facsimile to the fax numbers listed on the signature page, or to such other
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{N0109914 } 39 6035818 addresses as the Bank and the Borrower may specify from time to time in writing. Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied, when transmitted, or (iii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when delivered. 10.10 Further Assurances At any time, and from time to time, upon request by Bank, Borrower will, at Borrower’s expense, (a) correct any defect, error or omission which may be discovered in the form or content of any of the Loan Documents, and (b) make, execute, deliver and record, or cause to be made, executed, delivered and recorded, any and all further instruments, certificates and other documents as may, in the opinion of Bank, be necessary or desirable in order to complete, perfect or continue and preserve the lien on the Collateral. Upon any failure by Borrower to do so, Bank may make, execute and record any and all such instruments, certificates and other documents for and in the name of Borrower, all at the sole expense of Borrower, and Borrower hereby appoints Bank the agent and attorney-in-fact of Borrower to do so, this appointment being coupled with an interest and being irrevocable. Without limitation of the foregoing, Borrower irrevocably authorizes Lender at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements deemed necessary or desirable by Bank to establish or maintain the validity, perfection and priority of the security interests granted in the Mortgage, and Borrower ratifies any such filings made by Bank prior to the date hereof. In addition, at any time, and from time to time, upon request by Bank, Borrower will, at Borrower's expense, provide any and all further instruments, certificates and other documents as may, in the opinion of Bank, be necessary or desirable in order to verify Borrower's identity and background in a manner satisfactory to Bank. 10.11 Headings. Article and paragraph headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement. 10.12 Patriot Act Notice. Bank hereby notifies the Borrower that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Act”), Bank is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow Bank, as applicable, to identify the Borrower in accordance with the Act. 10.13 Counterparts. This Agreement may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement. [Signatures appear on the next page]
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This Agreement is executed as of the date stated at the top of the first page. Fifth Third Bank DLH Holdings Corp. By: By: __/s/ Xxxxxxx JohnBull_____ Name: Name: Xxxxxxx XxxxXxxx Title: Title: Chief Financial Officer Fifth Third Bank DLH Holdings Corp. 0000 Xxxxxxxxx Xxxx, XX Xxxxx 000 0000 Xxxxxxxx Xxxx, XX Xxxxxxx, XX 00000 Xxxx. 0, Xxxxx 000 Xxxxxxx, XX 00000 DLH Solutions, Inc. By: __/s/ Xxxxxxx JohnBull_____ Name: Xxxxxxx XxxxXxxx Title: Chief Financial Officer 0000 Xxxxxxxx Xxxx, XX Xxxx. 0, Xxxxx 000 Atlanta, GA 30305 Xxxxx International, LLC By: __/s/ Xxxxxxx JohnBull_____ Name: Xxxxxxx XxxxXxxx Title: Chief Financial Officer Xxxxx International, LLC 0000 Xxxxxxxxxx Xxxx Xxxxx 0000 Xxxxxx Xxxxxx, XX 00000
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Exhibit A Borrowing Base Agreement
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{N0109914 } 2 5421512 BORROWING BASE AGREEMENT This Borrowing Base Agreement (this “Agreement”) dated as of May 2, 2016, is among Fifth Third Bank, an Ohio banking corporation (the “Bank”) and DLH Holdings Corp., a New Jersey corporation (the “Company”), DLH Solutions, Inc., a Georgia corporation, Xxxxx International, LLC, a Maryland limited liability company (the “Subsidiary Borrowers” together with the Company, the “Borrower”). 1. Borrowing Base. The aggregate outstanding principal amount of all amounts from time to time advanced under the Revolving Line of Credit Loan pursuant to the terms of Section 2.4 of the Loan Agreement dated May 2, 2016 between Bank and Borrower (as amended, restated or modified, the "Loan Agreement") shall not exceed the Maximum Amount. Any defined terms used but not otherwise defined herein shall have such meaning ascribed to such terms in the Loan Agreement. This Agreement is subject to the terms and conditions set forth in the Loan Agreement. "Maximum Amount" shall mean the lesser of $10,000,000.00 or the Borrowing Base. The "Borrowing Base" at any time, shall be equal to the sum of (i) 90% of Prime Government Receivables; (ii) 80% of Commercial Accounts Receivable, and (iii) 50% of Unbilled Receivables, which are to be billed within thirty (30) days less such availability reserves applicable to the Borrower as the Lender deems appropriate. "Commercial Receivables" means Eligible Account Receivables other than Prime Government Receivables or Unbilled Receivables which have resulted from an amount due owing from account debtors. "Prime Government Receivables" means Eligible Accounts Receivables which have resulted from an amount due and owing directly from the U.S. Government or any department or agency thereof. "Unbilled Prime Government Receivables" means Eligible Prime Government Accounts Receivables, notwithstanding their unbilled status which have resulted from unbilled costs actually incurred and arising out of work actually performed by the Borrower under written contracts with the U.S. Government which (i) have been accepted by the U.S. Government and (ii) are properly billable to the U.S. Government in accordance with the applicable contract “Eligible Accounts Receivable” shall mean all Accounts Receivable of Borrower and any of its Subsidiaries which have been created in the ordinary course of Borrower's or such Subsidiary’s business and upon which Borrower's or such Subsidiary’s right to receive payment is
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{N0109914 } 3 5421512 absolute and not contingent upon the fulfillment of any condition whatsoever, and shall not include: any account which remains unpaid more than ninety (90) days past due from the date of the invoice or sixty (60) days from the stated due date or which has been written off the books of the Borrower or otherwise designated as uncollectible by Borrower (it being understood that, in determining the aggregate amount from the same Customer that is unpaid hereunder, there shall be excluded the amount of any net credit balances relating to accounts due from such Customer which are unpaid more than sixty (60) after the stated due date); any account which represents an obligation of a Customer which is not a resident of the United States or Canada unless such account is supported by a letter of credit in form and substance reasonably acceptable to Bank; any account with respect to which there is another contra account but only to the extent of the amount owed by Borrower to the Customer; any account which represents an obligation of any local, state or federal governmental agency or entity, unless Borrower is not prohibited from assigning the account and is able to does assign its right to payment of such account to the Bank, in a manner reasonably satisfactory to Bank, so as to comply with the Assignment of Claims Act of 1940, as amended; any account which arises from the sale to an account debtor on a guaranteed sale, sale-or-return, sale-on-approval, consignment, or any other repurchase or return basis but such accounts shall only be excluded from Eligible Accounts Receivable only during the length of time of any such repurchase or return obligations; any account which arises from the sale to a Customer on a cash-on-delivery basis; any account for which there exists a right of set off, defense or discount, except regular discounts allowed in the ordinary course of business to promote prompt payment and for which no defense or counterclaim has been asserted, but such accounts shall only be excluded from Eligible Accounts Receivable to the extent of such asserted right of setoff, defense or discount;
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{N0109914 } 4 0000000 any account which arises from the sale or lease to or performance of services for, or represents an obligation of, an employee, Affiliate, parent or Subsidiary of Borrower; any account which represents an obligation of a Customer of Borrower when 25% or more of Borrower's accounts from such Customer are not eligible under the first exclusions paragraph of this definition; any account on which the Bank is not or does not continue to be, in the Bank's reasonable discretion exercised in good faith (after providing Borrower with not less than ten (10) days prior written notice), satisfied with the credit standing of the Customer of Borrower in relation to the amount of credit extended, to the extent such Account exceeds any credit limit established by Bank, in its reasonable credit judgment, as applicable; any account for which the goods giving rise to such account have not been shipped to the applicable Customer or for which the services giving rise to such account have not been performed by the Borrower or if such account was invoiced more than once for the same goods (other than those accounts which result from xxxx and hold sales). "Customers" shall mean the account debtors obligated on any of the Accounts Receivables. "Accounts Receivables" shall mean all of the Borrower's accounts, instruments, contract rights, chattel paper, document, and general intangibles arising from the sale of goods and/or the rendition of services by the Borrower in the ordinary course of business, and the proceeds thereof and all security and guaranties therefor, whether now existing or hereafter created, and all returned, reclaimed or repossessed goods, and all books and records pertaining to the foregoing. 2. Advances. The Bank shall be under no obligation to make any Advance under the Revolving Line of Credit Loan to Borrower in excess of the limitations stated above. [Signatures begin on the next page]
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{N0109914 } 5 5421512 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives as of the day and year first written above. BORROWER: DLH Holdings Corp. By:/s/ Xxxxxxx X. XxxxXxxx Name: Xxxxxxx X. XxxxXxxx [CORPORATE SEAL] Title: Chief Financial Officer DLH Solutions, Inc. By:/s/ Xxxxxxx X. XxxxXxxx Name: Xxxxxxx X. XxxxXxxx [CORPORATE SEAL] Title: Chief Financial Officer
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{N0109914 } 6 5421512 Xxxxx International, LLC By:/s/ Xxxxxxx X. XxxxXxxx Name: Xxxxxxx X. XxxxXxxx [CORPORATE SEAL] Title: Chief Financial Officer BANK: Fifth Third Bank By:/s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President
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Exhibit B Permitted Liens
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{N0109914 } Exhibit C Backlog Report FIFTH THIRD BANK Company Name BACKLOG REPORT Backlog Report as of Government Agency Type Description Original Final/ Contract Amount Xxxxxxxx Funded Unfunded Total Contract Number Name & (CPFF; FFP, Contract Renewal Value Funded to Date Remaining Remaining Backlog Address 8(a) etc.) Date Date (A) (B) (Sum of A & B) Please attach copies of first two pages of each contract listed. After initial submission, attach only copies of new or modified contracts, or options exercised.
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{N0109914 } Exhibit D Assignment of Claims Act
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{N0109914 } FIFTH THIRD BANK Instrument of Assignment of Payments Under Government Contracts Know all men by these presents: That (“Assignor”) (Check one) a corporation organized and existing under the laws of a partnership existing under the laws of a limited liability co. organized and existing under the laws of an individual. and having its principal place of business at in consideration of financial accommodations provided or to be provided, and for other good and valuable consideration, receipt whereof is hereby acknowledged, and pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727, 41 U.S.C. § 6305), does hereby assign, set over, transfer, pledge and convey to FIFTH THIRD BANK, (“Bank”) all of Assignor's right, title and interest which Assignor now has or may have in and to all moneys due or to become due from the United States of America or from any agency or department thereof under: Contract# Date Agency Description and does hereby authorize the Bank to receive and collect any amount or amounts due or to become due thereunder, and to receive and collect the same as fully and to the same extent as if said moneys were its own funds and to apply said money first to repayment of any loan or loans now or hereafter existing made by the Bank to the Assignor and to the interest thereon, and to any other indebtedness of the Assignor to the Bank now existing or which may hereafter be incurred. In Witness Whereof, the undersigned has caused this Instrument of Assignment to be duly executed and delivered on its behalf, this day of , . Assignor By: (Seal) Print Name and Title Address ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- If Assignor is a corporation: affix corporate seal here or attach Certified Board Resolution authorizing assignment. Also, the Secretary or Assistant Secretary must attest to this document. Signature of Secretary ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- If Assignor is a partnership: this document must be I hereby certify that I am a General Partner of: executed by a General Partner and notarized below. , a partnership By: ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- If Assignor is a limited liability company: this document I hereby certify that I am an authorized signer of: must be executed by an authorized signer of the company , a limited liability and notarized below. company By:
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{N0109914 } ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- If Assignor is a partnership, a limited liability company State of , County/City of or an individual: this document must be notarized. SS: The foregoing instrument was acknowledged before me this day of , 20___. By: (signature) My commission expires (date)
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{N0109914 } FIFTH THIRD BANK Notice of Assignment of U.S. Government Contracts To: Date: This has a reference to Contract No. dated entered into between (contractor name and address) and (government agency, name of office and address for (describe nature of the contract) Moneys due or to become due under the contract described above have been assigned to the undersigned under the provisions of the Assignment of Claims Act of 1940, as amended, 00 X.X.X. §0000, 00 X.X.X. §0000. A true copy of the instrument of assignment executed by the contractor on ____________ (date), is attached to the original notice. Payments due or to become due under the contract should be made to the undersigned assignee. Please return to the undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt, and signed by the person acknowledging receipt on behalf of the addressee. PAYMENT INSTRUCTIONS: If by mail, please remit to: If by ACH, please remit to: (Bank) (Bank) (ACH Address) (ABA#) (Account #) Very Truly yours, FIFTH THIRD BANK (name of assignee) By: (signature of signing officer) Title: (title of signing officer) (telephone) ----------------------------------------------------------------------------------------------------------------------------- -------------------------- -------------- ACKNOWLEDGMENT Receipt is acknowledged of the above notice and of a copy of the above mentioned instrument of assignment. They were received___________ (a.m.)(p.m.) on _______________________________________, 20_____.
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{N0109914 } ___________________________________________(signature) ___________________________________________(title) ___________________________________________ on behalf of ___________________________________________(name of addressee of this notice)
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{N0109914 } Schedule 1 EBITDA addbacks
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{N0109914 } Schedule 7.13 Other Equity Investments None other than proposed purchase of 100% of membership interests of Xxxxx International, LLC.
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{N0109914 } Schedule 7.14 Subsidiaries
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{N0109914 } Schedule 8.4 Existing Indebtedness For DLH Holdings, Corp. and its Subsidiaries (excluding Xxxxx International, LLC) See attachments
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{N0109914 } Schedule 8.7 Existing Investments
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{N0109914 } Schedule 8.8 Existing Extensions of Credit