exv10w5



 



Exhibit 10.5



SECOND AMENDMENT TO CREDIT AGREEMENT



     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and
entered into as of this 2nd day of April, 2003, effective in accordance with
Section 3 below, by and among VERIDIAN CORPORATION, a Delaware corporation (the
“Borrower”), the financial institutions from time to time party to the Credit
Agreement referred to below (the “Lenders”) and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, as Administrative Agent for the
Lenders (the “Administrative Agent”).


Statement of Purpose



     The Borrower, the Lenders and the Administrative Agent are parties to a
Credit Agreement dated as of June 10, 2002 by and among the Borrower, the
Lenders, and the Administrative Agent, as amended and restated by the Credit
Agreement dated as of September 24, 2002 executed pursuant to a First Amendment
dated as of September 24, 2002 (as further amended, restated or otherwise
modified from time to time, the “Credit Agreement”), pursuant to which the
Lenders have extended certain credit facilities to the Borrower.


     The Borrower has requested that the Administrative Agent and the Lenders
make certain amendments to the Credit Agreement as more fully set forth below.


     Subject to the terms and conditions of this Agreement, the Administrative
Agent and the Lenders are willing to agree to the requested amendments.


     NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


     SECTION 1.    Definitions. All capitalized, undefined terms used in
this Agreement shall have the meanings assigned thereto in the Credit
Agreement.


     SECTION 2.    Amendments.


     (a)  Amendment to Section 11.3. Section 11.3 of the Credit
Agreement is hereby amended by deleting the word “and” at the end of subsection
(g); deleting the period at the end of subsection (h) and replacing it with “;
and”; and by adding a new subsection “(i)” immediately after existing
subsection “(h)“as follows:



		
	 	     (i) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, other non-speculative investments
of the Borrower or any Subsidiary not otherwise permitted pursuant to
this Section 11.3 in an aggregate amount not to exceed (i) $6,000,000 in
Fiscal Year 2003 and (ii) $5,000,000 in any Fiscal Year thereafter.



     (b)  Amendment to Section 11.5. Section 11.5 of the Credit
Agreement is hereby amended by deleting subsection (f) in its entirety and
replacing it with the following:









 





		
	 	     (f) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, the sale of other assets in an
aggregate amount not to exceed (i) $7,000,000 in Fiscal Year 2003 and
(ii) $5,000,000 in any Fiscal Year thereafter; and



     SECTION 3. Effectiveness. This Agreement shall become effective
upon the satisfaction of the following conditions, as determined by the
Administrative Agent:


     (a)  receipt by the Administrative Agent of a duly authorized and executed
original of this Agreement by the Borrower and the Guarantors;


     (b)  receipt by the Administrative Agent of sufficient Lender
authorizations in the form attached hereto as Exhibit A to authorize the
execution of this Agreement by the Administrative Agent;


     (c)  the Borrower’s payment of all outstanding fees and expenses of the
Administrative Agent (including without limitation, legal fees and expenses)
incurred in connection with the preparation and negotiation of this Agreement
and all documents, certificates and other instruments delivered in connection
therewith;


     (d)  receipt by the Administrative Agent of a certificate listing (i) all
asset sales consummated by the Borrower or any of its Subsidiaries during the
current Fiscal Year to date pursuant to Section 11.5(f) of the Credit Agreement
(as amended hereby) and (ii) all investments consummated by the Borrower or any
of its Subsidiaries during the current Fiscal Year to date pursuant to Section
11.3(i) of the Credit Agreement (as amended hereby), in each case setting forth
a calculation of the total consideration received or paid by the Borrower and
its Subsidiaries in connection with each such asset sale or investment as the
case may be; and


     (e)  receipt by the Administrative Agent of all other documents,
certificates and instruments reasonably requested thereby, with respect to the
transactions contemplated by this Agreement.


     SECTION 4. Other Agreements. The Borrower hereby covenants and
agrees that no later than the fifth (5th) Business Day prior to the
consummation of (a) any asset sale permitted under Section 11.5(f) of the
Credit Agreement (as amended hereby) or (b) any investment permitted under
Section 11.3(i) of the Credit Agreement (as amended hereby), it shall deliver
to the Administrative Agent an updated certificate setting forth the
information required under Section 3(d) of this Agreement.


     SECTION 5. Limited Consent and Amendment. Except as expressly
provided in this Agreement, the parties executing this Agreement or authorizing
the execution of this Agreement, as applicable, acknowledge and agree that the
Credit Agreement and each other Loan Document (including, without limitation,
the amendments and modifications contained in the First Amendment) shall
continue to be, and shall remain, in full force and effect. This Agreement
shall not be deemed or otherwise construed (a) to be a waiver of, or consent to
or a modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document, (b) to prejudice any other right or
remedies that the Administrative Agent or the


2






 




Lenders, or any of them, may now
have or may have in the future under or in connection with the Credit Agreement
or the Loan Documents, as such documents may be amended, restated or otherwise
modified from time to time, (c) to be a commitment or any other undertaking or
expression of any willingness to engage in any further discussion with the
Borrower or any other person, firm or corporation with respect to any waiver,
amendment, modification or any other change to the Credit Agreement or the Loan
Documents or any rights or remedies arising in favor of the Lenders or the
Administrative Agent, or any of them, under or with respect to any such
documents or (d) to be a waiver of, or consent to or a modification or
amendment of, any other term or condition of any other agreement by and among
the Borrower and the Administrative Agent or any other Lender.


     SECTION 6. Representations and Warranties/No Default. By its
execution hereof, and after giving effect to this Agreement, the Borrower
hereby certifies that (a) each of the representations and warranties set forth
in the Credit Agreement and the other Loan Documents is true and correct as of
the date hereof as if fully set forth herein (other than representations and
warranties which speak as of a specific date pursuant to the Credit Agreement,
which representations and warranties shall have been true and correct as of
such specific dates) and that as of the date hereof (after giving effect to the
provisions of this Agreement) no Default or Event of Default has occurred and
is continuing, and (b) the execution, delivery and performance of this
Agreement have been authorized by all requisite corporate action on the part of
the Borrower.


     SECTION 7. Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Agreement, including, without
limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent.


     SECTION 8. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of North
Carolina, without reference to the conflicts or choice of law principles
thereof.


     SECTION 9. Counterparts. This Agreement may be executed in
separate counterparts, each of which when executed and delivered is an original
but all of which taken together constitute one and the same instrument.



[Signature Pages Follow]


3






 




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed under seal by their duly authorized representatives, all as of
the day and year first above written.




	 	 	 	 	 
	[CORPORATE SEAL]	 	VERIDIAN CORPORATION, as Borrower
	 
	 	 	
By
	 	/s/ Jerald S. Howe, Jr.



Name: Jerald S. Howe, Jr.

Title: Senior Vice President and
General Counsel




[Signature Pages Continue]



4






 




Consent to
Second Amendment and

Confirmation of Loan Documents




     By execution of this Consent to Second Amendment and Confirmation of Loan
Documents (the “Consent to Second Amendment“), each of the undersigned
hereby expressly (i) consents to the modifications and amendments set forth in
this Agreement, (ii) reaffirms all of its respective covenants,
representations, warranties and other obligations set forth in the Guaranty
Agreement and the other Loan Documents to which it is a party and (iii)
acknowledges, represents and agrees that its respective covenants,
representations, warranties and other obligations set forth in the Guaranty
Agreement and the other Loan Documents to which it is a party remain in full
force and effect.





	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 
	[CORPORATE SEAL]	 	VERIDIAN ENGINEERING, INC., as Guarantor
	 
	 	 	
By
	 	/s/ Jerald S. Howe, Jr.



Name: Jerald S. Howe, Jr.

Title: Senior Vice President and
General Counsel
	 
	[CORPORATE SEAL]	 	VERIDIAN SYSTEMS DIVISION, INC.,

as Guarantor
	 
	 	 	
By
	 	/s/ Jerald S. Howe, Jr.



Name: Jerald S. Howe, Jr.

Title: Senior Vice President and
General Counsel
	 
	[CORPORATE SEAL]	 	VERIDIAN SYSTEMS INCORPORATED,

as Guarantor
	 
	 	 	
By
	 	/s/ Jerald S. Howe, Jr.



Name: Jerald S. Howe, Jr.

Title: Senior Vice President and
General Counsel





[Signature Pages Continue]




5










 





	 	 	 	 	 
	[CORPORATE SEAL]	 	MRJ
GROUP, INC., as Guarantor
	 
	 	 	
By
	 	/s/ Jerald S. Howe, Jr.



Name: Jerald S. Howe, Jr.

Title: Senior Vice President and
General Counsel
	 
	[CORPORATE SEAL]	 	VERIDIAN
INFORMATION SOLUTIONS, INC., as Guarantor
	 
	 	 	
By
	 	/s/ Jerald S. Howe, Jr.



Name: Jerald S. Howe, Jr.

Title: Senior Vice President and
General Counsel
	 
	[CORPORATE SEAL]	 	VERIDIAN
COMMERCIAL OPERATORS INC.

(f/k/a Veritect, Inc.), as Guarantor
	 
	 	 	
By
	 	/s/ Jerald S. Howe, Jr.



Name: Jerald S. Howe, Jr.

Title: Senior Vice President and
General Counsel
	 
	[CORPORATE SEAL]	 	VERIDIAN
IT SERVICES INC., as Guarantor
	 
	 	 	
By
	 	/s/ Jerald S. Howe, Jr.



Name: Jerald S. Howe, Jr.

Title: Senior Vice President and
General Counsel
	 
	[CORPORATE SEAL]	 	SIGNAL
SERVICES, LLC., as Guarantor
	 
	 	 	
By
	 	/s/ Jerald S. Howe, Jr.



Name: Jerald S. Howe, Jr.

Title: Senior Vice President and
General Counsel




[Signature Pages Continue]



6








 



	 	 	 
	 	 	
ADMINISTRATIVE AGENT:
	 
	 	 	
WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent and Lender and on

behalf of the other Lenders
	 
	 	 	
By:  /s/ Scott Santa Cruz



Name: Scott Santa Cruz

Title: Director




7