Exhibit 10.1.1
FIRST MODIFICATION
TO BUSINESS LOAN AND SECURITY AGREEMENT
THIS FIRST MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT
(this "Modification") is made as of the 22nd day of December, 1998, by and among
(i) FIRST UNION COMMERCIAL CORPORATION, a North Carolina corporation (the
"Lender"), having offices at 0000 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx, XxXxxx, Xxxxxxxx
00000; (ii) CONDOR TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (the
"Parent Company"); MANAGEMENT SUPPORT TECHNOLOGY CORP., a Delaware corporation,
COMPUTER HARDWARE MAINTENANCE COMPANY, INC., a Pennsylvania corporation, FEDERAL
COMPUTER CORPORATION, a Virginia corporation, CORPORATE ACCESS, INC., a
Massachusetts corporation, INTERACTIVE SOFTWARE SYSTEMS INCORPORATED, a Colorado
corporation, U.S. COMMUNICATIONS, INC., a Maryland corporation, INVENTURE GROUP,
INC., a Pennsylvania corporation, and MIS TECHNOLOGIES, INC., an Oklahoma
corporation (collectively, with all persons or entities described in clause
(iii) below, the "Borrowers"), all such corporations having principal offices at
the locations set forth on SCHEDULE 3 to the hereinafter defined Loan Agreement;
and (iii) each other person or entity hereafter becoming a "Borrower" party to
the Loan Agreement by having executed and delivered, among other things, a
"Joinder Agreement" pursuant to the Loan Agreement. 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 as of April 15, 1998 (the "Loan
Agreement"), by and among the Borrowers and the Lender, the Borrowers obtained a
loan (the "Loan") from the Lender in the maximum principal amount of Thirty-five
Million and No/100 Dollars ($35,000,000.00), evidenced by a certain Revolving
Promissory Note dated April 15, 1998 (together with all extensions, renewals,
modifications and substitutions thereof or therefor, the "Note"), made by the
Borrowers and payable to the order of the Lender, in the maximum principal
amount of Thirty-five Million and No/100 Dollars ($35,000,000.00), and secured
by, among other things, certain collateral more fully described in Article III,
Section 1 of the Loan Agreement; and
WHEREAS, the Borrowers have requested, and the Lender has agreed,
to increase the maximum principal amount of the Loan from Thirty-five Million
and No/100 Dollars ($35,000,000.00) to Fifty Million and No/100 Dollars
($50,000,000.00); and
WHEREAS, the Lender has requested, and the Borrowers have agreed,
to modify the interest rate payable pursuant to the Note and amend certain
covenants set forth in the Loan Agreement; and
WHEREAS, the Lender and the Borrowers desire to confirm their
agreements, 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. The aggregate maximum principal amount of the Loan shall be
increased to Fifty Million and No/100 Dollars ($50,000,000.00), and the Margin
(as defined in the Note) shall be amended, in each case effective simultaneously
with the execution and delivery of (a) this Modification; (b) the Allonge
(hereinafter defined); (c) the Ancillary Loan Document Modification (hereinafter
defined); (d) the Stock Security Agreement Modification (hereinafter defined);
(e) duly adopted resolutions of the Board of Directors of each Borrower,
certified as true, correct and complete by the applicable corporate secretary of
each Borrower, authorizing the execution and delivery of this Modification and
all other documents, instruments and agreements described herein, and the
performance by each Borrower of its obligations contemplated hereby; and (f) an
opinion of the Borrowers' counsel (including, without limitation, the opinion
required pursuant to Section 8 hereof), in form and substance satisfactory to
the Lender in all respects.
3. Simultaneously with the effectiveness of the increase to the maximum
principal amount of the Loan referenced in Section 2 above, the definitions of
"Commitment Amount", "Facility", "Loan", "Note", and "Stock Security Agreement",
set forth in the "Certain Definitions" section of the Loan Agreement shall be
automatically deleted in their entirety and the following substituted in lieu
thereof:
""COMMITMENT AMOUNT" shall mean Fifty Million and No/100
Dollars ($50,000,000.00), or if the maximum aggregate
commitment of the Lender hereunder is reduced pursuant to
the terms of this Agreement (including, without limitation,
the terms of Section 5 of Article I of this Agreement), such
lesser amount.
"FACILITY" shall mean the revolving credit facility being
extended pursuant to this Agreement in the maximum principal
amount of Fifty Million and No/100 Dollars ($50,000,000.00),
with a sub-limit of Fifteen Million and No/100 Dollars
($15,000,000.00) for Letters of Credit.
"LOAN" shall mean the loans made by the Lender to the
Borrowers in the aggregate maximum principal amount of Fifty
Million and No/100 Dollars ($50,000,000.00), or so much
thereof as shall be advanced or readvanced from time to
time, which are represented by the Facility, and which shall
be evidenced by, bear interest and be payable in accordance
with the terms and provisions set forth in the Note."
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"NOTE" shall mean that certain Revolving Promissory Note
dated April 15, 1998, made by the Borrowers and payable to
the order of the Lender in the original maximum principal
amount of Thirty-five Million and No/100 Dollars
($35,000,000.00), as modified and increased pursuant to that
certain Allonge and First Modification to Revolving
Promissory Note dated December 22, 1998, by and among the
Borrowers and the Lender, and/or any other promissory
note(s) executed, issued and delivered pursuant to this
Agreement, together with all extensions, renewals,
modifications and substitutions thereof or therefor.
"STOCK SECURITY AGREEMENT" shall mean that certain Stock
Security Agreement dated as of April 15, 1998, by and
between the Parent Company and the Lender, as amended by
that certain First Modification to Stock Security Agreement
dated December 22, 1998, by and between the Parent Company
and the Lender, together with any and all other amendments
and/or modifications thereof."
4. Simultaneously with the effectiveness of the increase to the maximum
principal amount of the Loan referenced in Section 2 above, Section 7 of Article
I of the Loan Agreement shall be automatically deleted in its entirety and the
following substituted in lieu thereof:
"7. COMMITMENT FEE. So long as any amounts remain outstanding in
connection with the Facility, or the Lender has any obligation to
make any advance in connection therewith, the Borrowers agree to
pay to the Lender, in addition to principal, interest and other
sums payable under the Note, a quarter-annual commitment fee (the
"Commitment Fee"), at the annual percentage rate of one-half of
one percent (.50%), calculated on the difference between (i) the
Commitment Amount, and (ii) the average daily outstanding
principal balance of the Facility (including the face amounts of
all outstanding Letters of Credit) during the applicable
quarter-annual period. The Commitment Fee shall be calculated on
the basis of the actual number of days elapsed and a three
hundred sixty (360) day year, shall be due for any quarter during
which the Lender has any obligation in connection with the
Facility, and shall be payable in arrears, commencing on December
31, 1998 and continuing on the last day of every third (3rd)
calendar month thereafter so long as this Agreement remains in
effect."
It is expressly understood and agreed that the Commitment Fee payable on
December 31, 1998 shall be calculated using the formula set forth in the Loan
Agreement (prior to giving effect to this Modification) for the period,
commencing on October 1, 1998 and ending on the day immediately preceding the
date of this Modification, and shall be calculated using the formula
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set forth in this Section 4 above for the period, commencing on the date of this
Modification and ending on December 31, 1998.
5. Simultaneously with the effectiveness of the increase to the maximum
principal amount of the Loan referenced in Section 2 above, EXHIBIT 1 attached
to the Loan Agreement shall be automatically deleted in its entirety and the
EXHIBIT 1 attached hereto shall be substituted in lieu thereof.
6. Simultaneously with the execution and delivery of this Modification,
the Borrowers shall execute and deliver an Allonge and First Modification to
Revolving Promissory Note (the "Allonge"), in form and substance acceptable to
the Lender in all respects, pursuant to which the aggregate maximum principal
amount of the Note shall be increased from Thirty-five Million and No/100
Dollars ($35,000,000.00) to Fifty Million and No/100 Dollars ($50,000,000.00),
and the Margin shall be amended, as more fully set forth in the Allonge; it
being understood and agreed that the Allonge 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 above.
7. Simultaneously with the execution and delivery of this Modification,
the Borrowers shall execute and deliver to the Lender a First Modification to
Ancillary Loan Documents (the "Ancillary Loan Document Modification"), in form
and substance acceptable to the Lender in all respects, pursuant to which the
Borrowers shall acknowledge, agree and confirm, among other things, that any and
all documents, instruments and agreements heretofore executed, issued and/or
delivered by one or more of the Borrowers in connection with the Loan, and which
secured repayment of the Loan, shall secure repayment of the Loan, as modified
and increased pursuant to the terms of this Modification.
8. Simultaneously with the execution and delivery of this Modification,
the Parent Company shall execute and deliver to the Lender (i) a First
Modification to Stock Security Agreement in form and substance satisfactory to
the Lender in all respects (the "Stock Security Agreement Modification"),
pursuant to which, among other things, the Parent Company shall acknowledge and
confirm that all of its right, title and interest in and to all of the issued
and outstanding capital stock of Linc Systems Corporation, a Connecticut
corporation ("Linc"), PowerCrew, Inc., a Pennsylvania corporation ("PowerCrew"),
Xxxxxx Associates, Inc., a Maryland corporation ("Xxxxxx"), Decisions Support
Technology, Inc., a Delaware corporation ("DST") and Global Core Strategies
Acquisition, Inc., a Delaware corporation ("Global Core", and together with
Linc, PowerCrew, Xxxxxx and DST, collectively, the "New Companies"), together
with all conversion, voting or other rights appurtenant thereto, secures
repayment of the Loan; (ii) blank stock powers, together with all of the
original stock certificates evidencing the Parent Company's ownership of all of
the issued and outstanding capital stock of the New Companies; and (iii) an
opinion of counsel with respect to the execution, delivery and performance by
the Parent Company of the Stock Security Agreement Modification, in form and
substance acceptable to the Lender in all respects.
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9. Notwithstanding anything set forth in the Loan Agreement to the
contrary (including, without limitation, anything to the contrary set forth in
Section 1(d) of Article VII of the Loan Agreement), no Borrower shall directly
or indirectly (i) merge with or acquire any entity, or (ii) purchase all or
substantially all of the assets of any person or entity, in either case without
the prior written consent of the Lender; it being understood and agreed that (a)
the Lender shall grant or deny its consent to the proposed acquisition of
certain assets or ownership interests of a company known as Dimensional, within
five (3) business days of the Lender's receipt of the Borrower's written request
for such consent, accompanied by any and all documents, instruments and
agreements relating to such acquisition deemed necessary or appropriate by the
Lender to grant or deny its consent; and (b) on or about April 1, 1999, the
Borrowers and the Lender shall amend or modify Section 1(d) of Article VII of
the Loan Agreement, in accordance with Section 10 of Article XII of the Loan
Agreement (the "Acquisition Criteria Modification"), by adopting mutually
agreeable terms and conditions for acquisitions by any Borrower of the assets or
ownership interests of any company or entity, in form and substance
substantially similar to the acquisition criteria set forth in Section 1(d) of
Article VII of the Loan Agreement (prior to giving effect to this Modification).
Notwithstanding the foregoing, any dollar limitations that may be imposed by the
Acquisition Criteria Modification need not be substantially similar to the
dollar limitations set forth in Section 1(d)(i) of Article VII of the Loan
Agreement (prior to giving effect to this Modification).
10. The Borrowers hereby represent, warrant, acknowledge and agree that
(i) there are no set-offs or defenses against the Note (as modified pursuant to
the Allonge), the Loan Agreement (as modified hereby) or any other Loan Document
(as modified pursuant to the Ancillary Loan Document Modification); (ii) except
as specifically amended hereby, all of the terms and conditions of the Note, the
Loan Agreement and the other Loan Documents (including, without limitation, that
certain letter agreement dated December 10, 1998, issued by the Lender and
accepted by the Borrowers, pursuant to which the Lender granted its consent to
Global Core's acquisition of certain assets, subject to the terms thereof) shall
remain unmodified and in full force and effect; (iii) the Note (as modified
pursuant to the Allonge), the Loan Agreement (as modified hereby) and the other
Loan Documents (as modified pursuant to the Ancillary Loan Document
Modification) are hereby expressly approved, ratified and confirmed; (iv) the
additional proceeds of the Loan made available to the Borrowers pursuant to the
terms of this Modification and the Allonge shall be used solely for the purposes
expressly permitted pursuant to the Loan Agreement (as modified hereby); and (v)
the execution, delivery and performance by each Borrower of this Modification,
the Allonge, and the Ancillary Loan Document Modification, and by the Parent
Company of the Stock Security Agreement 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.
11. Concurrent with the execution of this Modification, the Borrowers
shall pay all of the Lender's costs and expenses associated with this
Modification and the transactions referenced herein or contemplated hereby,
including, without limitation, the Lender's reasonable legal fees and expenses.
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12. 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.
13. 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.
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IN WITNESS WHEREOF, the undersigned have executed this
Modification on the day and year first above written.
BORROWERS:
ATTEST: CONDOR TECHNOLOGY SOLUTIONS,
[Corporate Seal] INC., a Delaware corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: MANAGEMENT SUPPORT
[Corporate Seal] TECHNOLOGY CORP., a Delaware
corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: COMPUTER HARDWARE
[Corporate Seal] MAINTENANCE COMPANY, INC.,
a Pennsylvania corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: FEDERAL COMPUTER
[Corporate Seal] CORPORATION, a Virginia corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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ATTEST: CORPORATE ACCESS, INC., a
[Corporate Seal] Massachusetts corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: INTERACTIVE SOFTWARE SYSTEMS
[Corporate Seal] INCORPORATED, a Colorado
corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: U.S. COMMUNICATIONS, INC., a
[Corporate Seal] Maryland corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: INVENTURE GROUP, INC., a
[Corporate Seal] Pennsylvania corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: MIS TECHNOLOGIES, INC., an
[Corporate Seal] Oklahoma corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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LENDER:
FIRST UNION COMMERCIAL CORPORATION,
a North Carolina corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
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ALLONGE AND FIRST MODIFICATION TO REVOLVING PROMISSORY NOTE
THIS ALLONGE AND FIRST MODIFICATION TO REVOLVING PROMISSORY NOTE
(this "Allonge") is made as of the 22nd day of December, 1998, by and among (i)
FIRST UNION COMMERCIAL CORPORATION, a North Carolina corporation (the "Lender"),
having offices at 0000 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx, XxXxxx, Xxxxxxxx 00000;
(ii) CONDOR TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (the "Parent
Company"); MANAGEMENT SUPPORT TECHNOLOGY CORP., a Delaware corporation, COMPUTER
HARDWARE MAINTENANCE COMPANY, INC., a Pennsylvania corporation, FEDERAL COMPUTER
CORPORATION, a Virginia corporation, CORPORATE ACCESS, INC., a Massachusetts
corporation, INTERACTIVE SOFTWARE SYSTEMS INCORPORATED, a Colorado corporation,
U.S. COMMUNICATIONS, INC., a Maryland corporation, INVENTURE GROUP, INC., a
Pennsylvania corporation, and MIS TECHNOLOGIES, INC., an Oklahoma corporation
(collectively, with all persons or entities described in clause (iii) below, the
"Borrowers"), all such corporations having principal offices at the locations
set forth on SCHEDULE 3 to the hereinafter defined Loan Agreement; and (iii)
each other person or entity hereafter becoming a "Borrower" party to the Loan
Agreement by having executed and delivered, among other things, a "Joinder
Agreement" pursuant to the Loan Agreement. Capitalized terms used, but not
defined, in this Allonge 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 as of April 15, 1998 (as amended by
the hereinafter defined First Modification, the "Loan Agreement"), by and among
the Borrowers and the Lender, the Borrowers obtained a loan (the "Loan") from
the Lender in the maximum principal amount of Thirty-five Million and No/100
Dollars ($35,000,000.00), evidenced by a certain Revolving Promissory Note dated
April 15, 1998 (together with all extensions, renewals, modifications and
substitutions thereof or therefor, the "Note"), made by the Borrowers and
payable to the order of the Lender, in the maximum principal amount of
Thirty-five Million and No/100 Dollars ($35,000,000.00), and secured by, among
other things, certain collateral more fully described in Section 1 of Article
III of the Loan Agreement; and
WHEREAS, the Borrowers and the Lender have entered into a certain
First Modification to Business Loan and Security Agreement of even date herewith
(the "First Modification"), pursuant to which, among other things, the Borrowers
and the Lender have agreed to increase the maximum principal amount of the Loan
and amend the interest rate payable under the Note; and
WHEREAS, the Borrowers and the Lender desire to enter into this
Allonge to evidence such increase of the maximum principal amount of the Loan
and amendment to the interest rate payable under the Note, 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 the Loan Agreement (as
modified by the First Modification), the maximum principal amount of the Note is
hereby increased to Fifty Million and No/100 Dollars ($50,000,000.00). From and
after the date hereof, the Borrowers shall have the right to borrow and
re-borrow an amount not to exceed the maximum principal amount of the Note, as
increased pursuant to this Allonge, subject to the terms and conditions of the
Loan Agreement (as modified by the First Modification).
3. Notwithstanding anything to the contrary set forth in the Note,
during the period from the date hereof until April 1, 1999, the applicable
Additional Base Rate Interest Margin and the applicable Additional LIBOR
Interest Rate Margin (referred to collectively in the Note as the "Margin")
shall be as follows:
Additional Base Rate Additional LIBOR
Interest Margin Interest Rate Margin
Pricing Ratio
------------------------------------- ----------------------- ----------------------
Less than 2.5 to 1.0 1.00% 2.25%
Equal to or greater than 2.5 to 1.25% 2.50%
1.0, but less than 3.0 to 1.0
Equal to or greater than 3.0 to 1.0 1.50% 2.75%
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From and after April 1, 1999, the Margin shall be as follows:
Additional Base Rate Additional LIBOR
Interest Margin Interest Rate Margin
Pricing Ratio
------------------------------------- ----------------------- ----------------------
Less than 1.5 to 1.0 .50% 1.75%
Equal to or greater than 1.5 to 1.0, .75% 2.00%
but less than 2.0 to 2.0
Equal to or greater than 2.0 to 1.00% 2.25%
1.0, but less than 2.5 to 1.0
Equal to or greater than 2.5 to 1.25% 2.50%
1.0, but less than 3.0 to 1.0
Equal to or greater than 3.0 to 1.0 1.50% 2.75%
4. This Allonge shall be physically annexed to the Note and shall
evidence the increase in the maximum principal amount and amendment to the
Margin table.
5. The Borrowers hereby acknowledge and agree that as of the date
hereof, (i) there are no set-offs or defenses against and no defaults under the
Note (as modified hereby) or any other Loan Document; and (ii) no act, event or
condition has occurred which, with notice or the passage of time, or both, would
constitute a default under the Note or any other Loan Document.
6. Except as hereby expressly modified, the Note shall be and remain
unchanged and in full force and effect, and the same is hereby expressly
approved, ratified and confirmed.
7. This Allonge 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 heirs, executors, administrators, personal
representatives, successors and assigns.
8. This Allonge 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.
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IN WITNESS WHEREOF, the undersigned have executed this Allonge on the
day and year first above written.
BORROWERS:
ATTEST: CONDOR TECHNOLOGY SOLUTIONS,
[Corporate Seal] INC., a Delaware corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: MANAGEMENT SUPPORT
[Corporate Seal] TECHNOLOGY CORP., a Delaware
corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: COMPUTER HARDWARE
[Corporate Seal] MAINTENANCE COMPANY, INC.,
a Pennsylvania corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: FEDERAL COMPUTER
[Corporate Seal] CORPORATION, a Virginia corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: CORPORATE ACCESS, INC., a
[Corporate Seal] Massachusetts corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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ATTEST: INTERACTIVE SOFTWARE SYSTEMS
[Corporate Seal] INCORPORATED, a Colorado
corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: U.S. COMMUNICATIONS, INC., a
[Corporate Seal] Maryland corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: INVENTURE GROUP, INC., a
[Corporate Seal] Pennsylvania corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: MIS TECHNOLOGIES, INC., an
[Corporate Seal] Oklahoma corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
LENDER:
FIRST UNION COMMERCIAL CORPORATION,
a North Carolina corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
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FIRST MODIFICATION TO ANCILLARY LOAN DOCUMENTS
THIS FIRST MODIFICATION TO ANCILLARY LOAN DOCUMENTS (this
"Modification") is made as of the 22nd day of December, 1998, by and among (i)
FIRST UNION COMMERCIAL CORPORATION, a North Carolina corporation (the "Lender"),
having offices at 0000 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx, XxXxxx, Xxxxxxxx 00000;
(ii) CONDOR TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (the "Parent
Company"); MANAGEMENT SUPPORT TECHNOLOGY CORP., a Delaware corporation, COMPUTER
HARDWARE MAINTENANCE COMPANY, INC., a Pennsylvania corporation, FEDERAL COMPUTER
CORPORATION, a Virginia corporation, CORPORATE ACCESS, INC., a Massachusetts
corporation, INTERACTIVE SOFTWARE SYSTEMS INCORPORATED, a Colorado corporation,
U.S. COMMUNICATIONS, INC., a Maryland corporation, INVENTURE GROUP, INC., a
Pennsylvania corporation, and MIS TECHNOLOGIES, INC., an Oklahoma corporation
(collectively, with all persons or entities described in clause (iii) below, the
"Borrowers"), all such corporations having principal offices at the locations
set forth on SCHEDULE 3 to the hereinafter defined Loan Agreement; and (iii)
each other person or entity hereafter becoming a "Borrower" party to the Loan
Agreement by having executed and delivered, among other things, a "Joinder
Agreement" pursuant to the Loan Agreement. 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 as of April 15, 1998 (as amended by the
hereinafter defined First Modification, the "Loan Agreement"), by and among the
Borrowers and the Lender, the Borrowers obtained a loan (the "Loan") from the
Lender in the maximum principal amount of Thirty-five Million and No/100 Dollars
($35,000,000.00), evidenced by a certain Revolving Promissory Note dated April
15, 1998 (together with all extensions, renewals, modifications and
substitutions thereof or therefor, the "Note"), made by the Borrowers and
payable to the order of the Lender in the maximum principal amount of
Thirty-five Million and No/100 Dollars ($35,000,000.00), and secured by, among
other things, certain collateral more fully described in Section 1 of Article
III of the Loan Agreement; and
WHEREAS, pursuant to the terms of a certain First Modification to
Business Loan and Security Agreement of even date herewith (the "First
Modification"), the Borrowers and Lender agreed to, among other things, increase
the maximum principal amount of the Loan to Fifty Million and No/100 Dollars
($50,000,000.00); and
WHEREAS, the Lender requires the Borrowers to execute and deliver this
Modification to confirm that certain Loan Documents executed and delivered by
the Borrowers in connection with the Loan Agreement and securing repayment of
the Loan shall secure repayment of the Loan, as increased pursuant to the terms
of the First Modification.
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, intending to be legally bound hereby, 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. The Borrowers hereby acknowledge and agree that any and all
documents, instruments and agreements heretofore executed, issued and/or
delivered by one or more of the Borrowers in connection with the Loan, and which
secured repayment of the Loan (collectively, the "Ancillary Loan Documents"),
shall secure repayment of the Loan, as modified and increased pursuant to the
terms of the First Modification, and all references to the "Loan" and "Note" set
forth in the Ancillary Loan Documents shall mean the Loan (as modified and
increased pursuant to the First Modification), and the Note (as modified and
increased pursuant to that certain Allonge and First Modification to Revolving
Promissory Note of even date herewith by and among the Borrowers and the
Lender).
3. Except as expressly modified hereby, the Ancillary Loan Documents
shall be and remain unchanged and in full force and effect, and as so modified,
the same are hereby expressly approved, ratified and confirmed.
4. 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 heirs, executors, administrators, personal
representatives, successors and assigns.
5. 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the undersigned have executed this Modification on
the day and year first above written.
BORROWERS:
ATTEST: CONDOR TECHNOLOGY SOLUTIONS,
[Corporate Seal] INC., a Delaware corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: MANAGEMENT SUPPORT
[Corporate Seal] TECHNOLOGY CORP., a Delaware
corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: COMPUTER HARDWARE
[Corporate Seal] MAINTENANCE COMPANY, INC.,
a Pennsylvania corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: FEDERAL COMPUTER
[Corporate Seal] CORPORATION, a Virginia corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
3
ATTEST: CORPORATE ACCESS, INC., a
[Corporate Seal] Massachusetts corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: INTERACTIVE SOFTWARE SYSTEMS
[Corporate Seal] INCORPORATED, a Colorado
corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: U.S. COMMUNICATIONS, INC., a
[Corporate Seal] Maryland corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: INVENTURE GROUP, INC., a
[Corporate Seal] Pennsylvania corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
ATTEST: MIS TECHNOLOGIES, INC., an
[Corporate Seal] Oklahoma corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, XX.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
4
LENDER:
FIRST UNION COMMERCIAL CORPORATION,
a North Carolina corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
5
FIRST MODIFICATION TO STOCK SECURITY AGREEMENT
THIS FIRST MODIFICATION TO STOCK SECURITY AGREEMENT (this
"Modification") is made as of the 22nd day of December, 1998, by and between (i)
FIRST UNION COMMERCIAL CORPORATION, a North Carolina corporation (the "Lender"),
having offices at 0000 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx, XxXxxx, Xxxxxxxx 00000; and
(ii) CONDOR TECHNOLOGY SOLUTIONS, INC., a Delaware corporation, having its
principal place of business at Xxxxxxxxx Xxxxxx Xxxxx, 000 Xxxxxxxx Xxxx, Xxxxx
000, Xxxxxxxxx, Xxxxxxxx 00000 (the "Pledgor"). Capitalized terms used but not
defined in this Modification shall have the meanings attributed to such terms in
the hereinafter defined 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 as of April 15, 1998 (as amended by the
hereinafter defined First Modification, the "Loan Agreement"), by and among the
Borrowers (as defined and listed on SCHEDULE 1 hereto) and the Lender, the
Borrowers obtained a loan (the "Loan") from the Lender in the maximum principal
amount of Thirty-five Million and No/100 Dollars ($35,000,000.00), evidenced by
a certain Revolving Promissory Note dated April 15, 1998 (together with all
extensions, renewals, modifications and substitutions thereof or therefor, the
"Note"), made by the Borrowers and payable to the order of the Lender in the
maximum principal amount of Thirty-five Million and No/100 Dollars
($35,000,000.00), and secured by, among other things, certain shares of stock
more fully described in that certain Stock Security Agreement dated as of April
15, 1998 (the "Stock Security Agreement"), made by and between the Pledgor and
the Lender; and
WHEREAS, pursuant to the terms of a certain First Modification to
Business Loan and Security Agreement of even date herewith (the "First
Modification"), the Borrowers and Lender have agreed to, among other things,
increase the maximum principal amount of the Loan to Fifty Million and No/100
Dollars ($50,000,000.00); and
WHEREAS, the Lender requires that the Pledgor acknowledge and confirm
that (i) all of its right, title and interest in and to all of the issued and
outstanding capital stock of Linc Systems Corporation, a Connecticut
corporation, PowerCrew, Inc., a Pennsylvania corporation, Xxxxxx Associates,
Inc., a Maryland corporation, Decisions Support Technology, Inc., a Delaware
corporation and Global Core Strategies Acquisition, Inc., a Delaware corporation
(each, a "New Company" and collectively, the "New Companies"), and any other
common or preferred stock of the New Companies, whether now or hereafter issued
or outstanding, and whether now or hereafter acquired by the Pledgor, together
with all conversion, voting or other rights appurtenant thereto, including, but
not limited to, the right to receive all dividends and/or other distributions
payable to the Pledgor by virtue of the Pledgor's ownership of such capital
stock, and all proceeds thereof, additions thereto and substitutions thereof
(collectively, the "New Company Stock"), secures repayment of the Loan (as
increased pursuant to the First Modification); and (ii) the New Company Stock is
subject to the terms and conditions of the Stock Security Agreement, 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. The Pledgor hereby expressly acknowledges, agrees and confirms that
the Pledgor has heretofore granted a conveyed to the Lender a valid and binding
first lien security interest in and to the New Company Stock pursuant to the
Stock Security Agreement and the Loan Agreement, and that the New Company Stock
shall be and remain subject to all terms and provisions of such documents and
all other Loan Documents, as applicable. The Pledgor shall deliver to the Lender
the original New Company Stock certificate(s), together with a fully executed
blank stock power in favor of the Lender (i) concurrent with the execution of
this Modification, as to the shares of the New Company Stock acquired by the
Pledgor on or prior to the date hereof, and (ii) immediately following the
acquisition by the Pledgor, as to any and all other New Company Stock acquired
by Pledgor after the date of hereof.
3. The Pledgor hereby represents and warrants as follows:
(a) That the Pledgor owns the New Company Stock free and clear of
any and all liens, security interests, claims, charges and other encumbrances
whatsoever (except for the security interest granted to the Lender);
(b) That the New Company Stock has been duly authorized and
validly issued, and is fully paid and nonassessable;
(c) That the Lender's possession of the certificates for the New
Company Stock establishes a valid and perfected first lien priority interest
therein, securing repayment of the Obligations in accordance with the terms of
the Stock Security Agreement; and
(d) That the Pledgor has the right to vote, pledge and grant a
security interest in the New Company Stock pursuant to the terms of the Stock
Security Agreement.
4. SCHEDULE A to the Stock Security Agreement is hereby deleted in its
entirety and SCHEDULE A attached hereto is substituted in lieu thereof.
5. The Pledgor hereby acknowledges and agrees that, except as
specifically amended hereby, all of the terms and conditions of the Stock
Security Agreement shall remain unmodified and in full force and effect.
6. 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 heirs, executors, administrators, personal
representatives, successors and assigns.
7. 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.
2
IN WITNESS WHEREOF, the undersigned have executed this Modification on
the day and year first above written.
PLEDGOR:
ATTEST: CONDOR TECHNOLOGY SOLUTIONS,
[Corporate Seal] INC., a Delaware corporation
By: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Name: Xxxx X. XxXxxx Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Secretary Title: Vice President
LENDER:
FIRST UNION COMMERCIAL
CORPORATION, a North Carolina
corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
3
SCHEDULE 1
For purposes of this Modification, "Borrowers" shall mean,
collectively, Condor Technology Solutions, Inc., a Delaware corporation,
Management Support Technology Corp., a Delaware corporation, Computer Hardware
Maintenance Company, Inc., a Pennsylvania corporation, Federal Computer
Corporation, a Virginia corporation, Corporate Access, Inc., a Massachusetts
corporation, Interactive Software Systems Incorporated, a Colorado corporation,
U.S. Communications, Inc., a Maryland corporation, InVenture Group, Inc., a
Pennsylvania corporation, and MIS Technologies, Inc., an Oklahoma corporation,
and each other person or entity joined as a "Borrower" pursuant to Section 10 of
Article I of the Loan Agreement.
4
SCHEDULE A TO STOCK SECURITY AGREEMENT
All of the right, title and interest of Condor Technology Solutions,
Inc. ("Pledgor") in and to all of the capital stock of the companies listed
below (collectively, the "Companies"), whether common and/or preferred, and
whether now or hereafter issued or outstanding, and whether now or hereafter
acquired by Pledgor, together with all voting or other rights appurtenant
thereto, including, but not limited to, the right to receive all dividends
and/or other distributions payable to Pledgor by virtue of Pledgor's ownership
of such capital stock, and all proceeds thereof, additions thereto and
substitutions thereof.
For the purposes hereof, the Companies shall mean the following:
(a) Management Support Technology Corp., a Delaware corporation;
(b) Computer Hardware Maintenance Company, Inc., a Pennsylvania
corporation;
(c) Federal Computer Corporation, a Virginia corporation;
(d) Corporate Access, Inc., a Massachusetts corporation;
(e) Interactive Software Systems Incorporated, a Colorado corporation;
(f) U.S. Communications, Inc., a Maryland corporation;
(g) InVenture Group, Inc., a Pennsylvania corporation;
(h) MIS Technologies, Inc., an Oklahoma corporation;
(i) Global Core Strategies, Inc., a Connecticut corporation;
(j) Linc Systems Corporation, a Connecticut corporation;
(k) PowerCrew, Inc., a Pennsylvania corporation;
(l) Xxxxxx Associates, Inc., a Maryland corporation;
(m) Decisions Support Technology, Inc., a Delaware corporation; and
(n) Any future wholly-owned subsidiary of Pledgor.
5
