OF
VENUE.10712.11.4. SERVICE OF PROCESS.10712.11.5. WAIVER OF JURY TRIAL.10712.12
USA Patriot Act Notice.108
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LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A) - PRICING GRID
SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P) - PERMITTED LIENS
SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2 - SUBSIDIARIES
SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS
SCHEDULE 11.1 - EXCEPTIONS TO GOVERNMENT CONTRACT REPRESENTATIONS
SCHEDULE 11.2 - EXCEPTIONS TO GOVERNMENT CONTRACT COMPLIANCE
SCHEDULE 11.6 - SUSPENSION, DISBARMENT
SCHEDULE 11.8 - CERTAIN GOVERNMENT CONTRACTING EVENTS
SCHEDULE 11.9 - INTERNAL INVESTIGATIONS
SCHEDULE 11.10 - INTERNAL CONTROLS
EXHIBITS
EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(C) - COLLATERAL ASSIGNMENT OF CONTRACT RIGHTS
EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER
EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT
EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2) - SWING LOAN NOTE
EXHIBIT 1.1(N)(3) - TERM NOTE
EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT
EXHIBIT 1.1(S) - SECURITY AGREEMENT
EXHIBIT 2.5.1 - LOAN REQUEST
EXHIBIT 2.5.2 - SWING LOAN REQUEST
EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Recipients That
Are Not Partnerships For U.S. Federal Income Tax Purposes)
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EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants
That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants
That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Recipients That
Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE
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CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
June 7, 2019, and is made by and among DLH HOLDINGS CORP., a New Jersey
corporation ("Holdings"), DLH SOLUTIONS, INC., a Georgia corporation
("Solutions"), DANYA INTERNATIONAL, LLC, a Maryland limited liability company
("Danya") and SOCIAL AND SCIENTIFIC SYSTEMS, INC., a Delaware corporation
("Systems" and collectively with Holdings, Solutions and Danya, the
"Borrowers"), each of the GUARANTORS (as hereinafter defined), the LENDERS (as
hereinafter defined), and FIRST NATIONAL BANK OF PENNSYLVANIA, in its capacity
as administrative agent for the Lenders under this Agreement (hereinafter
referred to in such capacity as the "Administrative Agent").
The Borrowers have requested the Lenders to provide (i) a revolving credit
facility to the Borrowers in an aggregate principal amount not to exceed
$25,000,000 and (ii) a $70,000,000 term loan facility. In consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, the parties hereto covenant and agree as follows:
1.CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere in
this Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:
Account Debtor shall mean any Person who is obligated on any Receivable.
Acquisition shall mean the acquisition by Holdings of 100% of the Equity
Interests of Systems, pursuant to, and in accordance