AMENDED AND RESTATED CREDIT AGREEMENT BY AND BETWEEN ANALEX CORPORATION a Delaware corporation as Borrower AND BANK OF AMERICA, N.A. as LenderCredit Agreement • June 1st, 2004 • Analex Corp • Services-computer programming, data processing, etc. • Virginia
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of May 28, 2004 (the “Closing Date”) is by and among ANALEX CORPORATION, a Delaware corporation formerly known as Hadron, Inc. (the “Borrower”), and the subsidiaries of the Borrower identified on the signature pages hereto and such other subsidiaries of the Borrower as may from time to time become a party hereto (the “Subsidiary Guarantors”), and BANK OF AMERICA, N.A., a national banking association (the “Lender”).
ANALEX CORPORATION AMENDED AND RESTATED STOCKHOLDERS’ VOTING AGREEMENTStockholders’ Voting Agreement • June 1st, 2004 • Analex Corp • Services-computer programming, data processing, etc. • Delaware
This AMENDED AND RESTATED STOCKHOLDERS’ VOTING AGREEMENT (this “Agreement”), dated as of , 2004, is among (a) ANALEX CORPORATION, a Delaware corporation (the “Company”), (b) the shareholders of the Company listed on the signature pages hereto under the heading “Principal Shareholders” (each a “Principal Shareholder” and, collectively, the “Principal Shareholders”), (c) PEQUOT PRIVATE EQUITY FUND III, L.P., PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P. and the other investors listed on the signature pages hereto under the heading “Investor Shareholders” (each an “Investor Shareholder” and, collectively, the “Investor Shareholders”) and (d) each other Person who becomes a party to this Agreement, subject to the conditions set forth herein, by executing an Instrument of Accession (“Instrument of Accession”) in the form of Schedule I hereto.
AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENTAnd Subordination Agreement • June 1st, 2004 • Analex Corp • Services-computer programming, data processing, etc. • Virginia
THIS AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement”) is made this 28th day of May, 2003, by and among BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns are hereinafter referred to as the “Senior Lender”), PEQUOT PRIVATE EQUITY FUND III, L.P., a Delaware limited partnership as collateral agent for itself and the other Persons included in the term “Junior Lenders”, PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P., a Delaware limited partnership (together with Pequot Private Equity Fund III, L.P., the “Pequot Lender”), GENERAL ELECTRIC PENSION TRUST, a New York common law trust, and NEW YORK LIFE CAPITAL PARTNERSHIP, II, L.P., a Delaware limited partnership (together with their successors and assigns are hereinafter referred to collectively as the “Junior Lenders”), and ANALEX CORPORATION, a Delaware corporation (“Analex”), and the subsidiaries of Borrower identified on the signature pages hereto (“Subsidiary
ANALEX CORPORATION PURCHASE AGREEMENTPurchase Agreement • June 1st, 2004 • Analex Corp • Services-computer programming, data processing, etc. • Delaware
THIS PURCHASE AGREEMENT is made on the 28th day of May, 2004, by and among Analex Corporation, a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto, each of which is herein referred to as a “Purchaser” and, collectively, as the “Purchasers” (the “Agreement”).
THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED,...Analex Corp • June 1st, 2004 • Services-computer programming, data processing, etc. • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN PURCHASE AGREEMENT, DATED MAY 28, 2004 BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN (AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS, THE “PURCHASE AGREEMENT”). A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.
AGREEMENTAgreement • June 1st, 2004 • Analex Corp • Services-computer programming, data processing, etc. • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of May , 2004, is by and among the persons listed on Schedule I hereto (each a “Stockholder”, and, collectively, the “Stockholders”).
ANALEX CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2004 • Analex Corp • Services-computer programming, data processing, etc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of May 28, 2004 is by and among ANALEX CORPORATION, a Delaware corporation (the “Company”) and each of the stockholders of the Company listed on Schedule I hereto (the “Investor Stockholders”).
THIS NOTE AND THE SHARES OF PREFERRED STOCK WHICH MAY BE PURCHASED UPON THE CONVERSION OF THIS NOTE (AND THE SHARES OF COMMON STOCK WHICH MAY BE ISSUED UPON CONVERSION OF SUCH SHARES OF PREFERRED STOCK) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES...Intercreditor and Subordination Agreement • June 1st, 2004 • Analex Corp • Services-computer programming, data processing, etc.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF MAY 28, 2004, AS AMENDED (THE “INTERCREDITOR AGREEMENT”) BY AND AMONG PEQUOT PRIVATE EQUITY FUND III, L.P., AS COLLATERAL AGENT, THE JUNIOR LENDERS NAMED THEREIN, ANALEX CORPORATION (THE “BORROWER”) AND BANK OF AMERICA, N.A. (THE “SENIOR LENDER”), TO THE INDEBTEDNESS
