AMENDMENT
AMENDMENT(the "Amendment"), dated as of March 23, 2000, among
FEDERAL DATA CORPORATION (the "Borrower"), the institutions party to the Credit
Agreement referred to below (the "Lenders") and BANKERS TRUST COMPANY, as Agent
(the "Agent"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
-------------------
WHEREAS, the Borrower, the Banks and the Agent are parties to
a Credit Agreement dated as of July 25, 1997 (as currently in effect, the
"Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 8.09 of the Credit Agreement is hereby amended by
adding the parenthetical "($2,000,000 for the period from January 1, 2000
through and including September 30, 2000)" at the end of thereof.
2. Section 8.10 of the Credit Agreement is hereby amended by
deleting the line reading:
"March 31, 2000 through
December 31, 2000 5.00:1.00"
and inserting in lieu of:
"March 31, 2000 through
September 30, 2000 5.65:1.00
December 31, 2000 5.00:1:00"
3. Section 8.11 of the Credit Agreement is hereby amended by
deleting the line reading:
"December 31, 1999 through
September 30, 2000 1.90:1.00"
and inserting in lieu thereof:
"December 31, 1999 1.90:1.00
March 31, 2000 through
September 30, 2000 1.75:1.00"
4. Clause (C) of the definition of "Available Amount" is
hereby deleted in its entirety and replaced with a new clause (C) to read:
"(C) the lesser of (x) $100 million less the then Floorplan
Outstandings and (y) the Borrowing Base at such time less the
then Floorplan Outstandings."
5. The Lenders hereby acknowledge that the Agent has approved
aggregate Indebtedness under the Floorplan Financing permitted pursuant to
Section 8.04(f) of the Credit Agreement in an amount not to exceed $50 million
at any time outstanding.
6. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
7. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Agent.
8. This Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the law
of the State of New York.
9. This Amendment shall become effective on the date (the
"Effective Date") on which all of the following conditions shall have been
satisfied:
(i) each of the Borrower and the Required Banks shall have
signed a copy hereof (whether the same or different copies) and shall have
delivered (including by way of telecopier) the same to the Agent at its Notice
Office; and
(ii) the Borrower shall have paid to the Agent for the account
of each Bank that has executed and delivered a counterpart of this Amendment on
or prior to the Effective Date an Amendment Fee equal to 0.20% of the amount of
the Commitment of each such Bank.
10. At all times on and after the Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to such Credit Agreement after
giving effect to this Amendment.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
FEDERAL DATA CORPORATION
/s/ Xxxxx X. Xxxx
By:----------------------------
Name: Xxxxx X. Xxxx
Title: VP, CFO
BANKERS TRUST COMPANY,
Individually as Agent and
as Collateral Agent
/s/ Xxxx Xxx Xxxxx
By:----------------------------
Name: Xxxx Xxx Xxxxx
Title: Managing Director
IBJ WHITEHALL BANK & TRUST
COMPANY
/s/ Xxxxx Xxxxxxxx
By:----------------------------
Name: Xxxxx Xxxxxxxx
Title: Director
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
/s/ Xxxxxxx Xxxxxx
By:----------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
/s/ Xxxx Xxxxxxx
By:----------------------------
Name: Xxxx Xxxxxxx
Title: EVP
FIRST SOURCE FINANCIAL LLP
By: FIRST SOURCE FINANCIAL INC.,
Its Agent/Manager
/s/ Xxxx X. Xxxxxxx
By:----------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
FLEET NATIONAL BANK
F/R/A BANKBOSTON, N.A.
/s/ Xxxxxxx X. Xxxx, Xx.
By:----------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Managing Director
THE BANK OF NEW YORK
/s/ Xxxxxx X. Xxxxx
By:----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
/s/ Xxxxxx Xxxxx
By:----------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
PNC BUSINESS CREDIT
/s/ Wing C. Louis
By:----------------------------
Name: Wing C. Louis
Title: Vice President
FIRST UNION NATIONAL BANK
/s/ Xxxx X. Xxxxx
By:----------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
