0001193125-05-071271 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE
Revolving Credit Facility Note • April 6th, 2005 • Analex Corp • Services-computer programming, data processing, etc.

THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE (this “Amendment”), dated as of April 1, 2005, is made and entered into by and among ANALEX CORPORATION, a Delaware corporation (the “Borrower”), and BANK OF AMERICA, N.A., a national banking association (the “Lender”).

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SECOND AMENDMENT TO PLEDGE AGREEMENT
Pledge Agreement • April 6th, 2005 • Analex Corp • Services-computer programming, data processing, etc.

THIS SECOND AMENDMENT TO PLEDGE AGREEMENT (this “Amendment”) is made as of the 1st day of April, 2005, by and between ANALEX CORPORATION, a corporation organized under the laws of the State of Delaware (the “Pledgor”) and BANK OF AMERICA, N.A., a national banking association (the “Lender”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 6th, 2005 • Analex Corp • Services-computer programming, data processing, etc.

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 1, 2005, is made and entered into by and among ANALEX CORPORATION, a Delaware corporation (the “Borrower”), and the subsidiaries of the Borrower identified on the signature pages hereto (the “Subsidiary Guarantors”), and BANK OF AMERICA, N.A., a national banking association (the “Lender”).

Second Amended and Restated Continuing and Unconditional Guaranty
Analex Corp • April 6th, 2005 • Services-computer programming, data processing, etc. • Virginia

THIS SECOND AMENDED AND RESTATED CONTINUING AND UNCONDITIONAL GUARANTY (this “Agreement”) is made as of the 1st day of April, 2005, by undersigned “Guarantor”, jointly and severally, for the benefit of BANK OF AMERICA, N.A., a national banking association (“Lender”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 6th, 2005 • Analex Corp • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into effective as of the 1st day of April, 2005 (the “Effective Date”), by and among (i) Analex Corporation, a Delaware corporation (the “Purchaser”), (ii) Alpha-N Acquisition Corp., a California corporation (the “Merger Sub”), (iii) ComGlobal Systems, Incorporated, a California corporation (the “Company”), and (iv) Frank Hewitt, one of the Principal Stockholders (the “Stockholder Representative”).

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