Exhibit 10.1
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FOURTH CONFIRMATION AND AMENDMENT
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THIS FOURTH CONFIRMATION AND AMENDMENT (this "Amendment") is dated this 7th
day of February, 1997 and is effective as of December 31, 1996, by and among GRC
INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), SWL INC., a
Virginia corporation ("SWL") GENERAL RESEARCH CORPORATION, a Virginia
corporation (GRC), and MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, a Maryland
banking institution (the "Bank").
RECITALS
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WHEREAS, pursuant to that certain Amended and Restated Revolving Credit and
Term Loan Agreement dated as of the 12th day of February, 1996, by and among the
Bank, the Borrower, SWL and GRC, the Bank established (i) a $15,000,000
revolving credit facility (the "Revolving Credit Loan") in favor of the Borrower
for general working capital purposes and other valid business purposes and (ii)
a $5,000,000 facility (the "Acquisition Facility") for the stated purpose of
providing bridge and/or term financing to fund acquisitions by the Borrower from
time to time, on the condition that advances under such facility would be at the
Bank's sole discretion; and
WHEREAS, pursuant to that certain First Confirmation and Amendment (the
"First Amendment") effective as of March 31, 1996, the parties amended the
above-referenced Loan Agreement for the purpose, among other things, (i) of
amending certain of the financial covenants of the Borrower established
thereunder and (ii) of providing that advances under the Acquisition Facility
may also be used for working capital and over valid business purposes, all as
more particularly set forth therein; and
WHEREAS, pursuant to that certain Second Confirmation and Amendment (the
"Second Amendment") effective as of June 30. 1996, the parties amended the
above-referenced Loan Agreement for the purpose, among other things, (i) of
increasing the Revolving Credit Loan from $15,000,000 to $22,000,000 and (ii) of
providing explicitly that the amount of the annual "Facility Fee" payable
pursuant to Section 1.7 thereof shall be at least $25,000 (such Loan Agreement,
as amended by the First Amendment and the Second Amendment, the "Loan
Agreement"), and
WHEREAS, pursuant to that certain Third Confirmation and Amendment (the
"Third Amendment") effective as of June 30, 1996 the parties amended the above-
referenced Loan Agreement for the purpose, among other things, (i) of extending
the maturity of the Term Loan referenced in Section 1.1(a) thereof and (ii) of
further amending certain financial covenants of the Borrower established
thereunder; and
WHEREAS, simultaneously with the execution of the Third Amendment, the Borrower
executed allonges to the promissory note evidencing such Term Loan and to
certain other promissory notes of the Borrower in favor of the Bank, for the
purpose of extending the maturities of the loans evidenced by such promissory
notes; and
WHEREAS, the parties desire with this Amendment, among other things to
amend the Loan Agreement to further amend certain financial covenants of the
Borrower established thereunder; and
WHEREAS, all capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Loan Agreement.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby confirm and agree as follows:
1. The Borrower, SWL and GRC hereby confirm their obligations under, and
unconditionally and irrevocably covenant and agree to be bound by all of the
terms, provisions, covenants and conditions contained in the Loan Agreement, as
the same shall be amended hereby.
2. The Loan Agreement shall be amended as follows:
(a) Section 4.15(c) shall be amended and restated in its entirety, to read
as follows:
(c) Consolidated Tangible Net Worth. Consolidated tangible
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assets (excluding patents, copyrights, capitalized research and development
costs, goodwill and other intangible assets) in excess of consolidated
liabilities ("Consolidated Tangible Net Worth") by at least $4,000,000;
provided that for purposes of such calculation, the Borrowers Consolidated
Tangible Net Worth shall include debentures and other subordinated debt
obligations issued by the Borrower that are convertible by the holders
thereof into equity."
(b) Sections 4.15(e) and 4.15(g) shall be deleted in their entirety.
3. All other terns and conditions of the Loan Agreement shall remain
unchanged and shall continue in full force and effect.
4. The Borrower, SWL and GRC (i) will execute and deliver to the Bank such
additional financial statements, amendments to financing statements,
continuation statements and other documents, certificates, instruments and
agreements as the Bank deems necessary or advisable to accomplish or facilitate
the transactions contemplated hereby and will pay all filing, recordation and
registration fees and taxes incurred in connection therewith and (ii) will pay
all costs and expenses (including reasonable legal expenses) incurred by the
Bank in connection herewith.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this Third
Confirmation and Amendment under seal as of the day and year first above
written.
ATTEST/WITNESS: GRC INTERNATIONAL, INC.
(SEAL) By: (SEAL)
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Name:
Title
ATTEST/WITNESS: SWL INC.
(SEAL) By: (SEAL)
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Name:
Title
ATTEST/WITNESS: GENERAL RESEARCH CORPORATION
(SEAL) By: (SEAL)
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Name:
Title
ATTEST/WITNESS: MERCANTILE-SAFE DEPOSIT AND
TRUST COMPANY
(SEAL) By: (SEAL)
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Name:
Title
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