Exhibit 10.2
EIGHTEENTH AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS EIGHTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this "Amendment") is entered into as of May 16, 2016, by and among
TELOS CORPORATION, a Maryland corporation ("Telos"), XACTA CORPORATION, a
Delaware corporation ("Xacta"; Telos and Xacta are each a "Borrower" and
collectively, the "Borrowers"), UBIQUITY.COM, INC., a Delaware corporation
("Ubiquity"), TELOWORKS, INC., a Delaware corporation ("Teloworks"; Ubiquity and
Teloworks are each, a "Credit Party" and collectively, the "Credit Parties"; the
Credit Parties and the Borrowers are each, a "Company" and collectively, the
"Companies"), and WELLS FARGO CAPITAL FINANCE, LLC, (successor by merger to
Wells Fargo Capital Finance, Inc., formerly known as Wells Fargo Foothill,
Inc.), as agent ("Agent") for the Lenders (defined below) and as a Lender.
WHEREAS, Borrowers, Credit Parties, Agent and certain other financial
institutions from time to time party thereto (the "Lenders") are parties to that
certain Second Amended and Restated Loan and Security Agreement dated as of May
17, 2010 (as amended, restated or otherwise modified from time to time, the
"Loan Agreement"); and
WHEREAS, subject to the terms and conditions contained herein, Agent, Required
Lenders and Borrowers have agreed to amend the Loan Agreement in certain
respects, including in order to extend the Maturity Date from January 1, 2017 to
April 1, 2017;
NOW THEREFORE, in consideration of the premises and mutual agreements herein
contained, the parties hereto agree as follows:
1.
Defined Terms.
Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Loan Agreement.
2.
Amendments to Loan Agreement.
Subject to the satisfaction of the
conditions set forth in Section 4 hereof, and in reliance upon the
representations and warranties set forth in Section 7(a) hereof, the Loan
Agreement is hereby amended as follows:
(a)
Section 3.4 of the Loan Agreement is hereby amended by replacing the
reference therein to "for a term ending on January 1, 2017 (the "Maturity
Date")" with a reference to "for a term ending April 1, 2017 ("the "Maturity
Date")".
(b)
Section 3.6 of the Loan Agreement is hereby amended by replacing the
reference therein to "90 days prior written notice" with a reference to "3
Business Days prior written notice".
(c)
Section 7.20(a) of the Loan Agreement is hereby amended and restated in
their entirety as follows:
(a)
Fail to maintain:
1
(i)
Minimum EBITDA.
EBITDA, measured on a fiscal quarter-end basis, for
each period set forth below, of at least the required amount set forth in the
following table for the applicable period set forth opposite thereto:
Applicable Amount
Applicable Period
($4,300,000)
For the twelve month period ending on December 31, 2015
($3,667,000)
For the twelve month period ending on March 31, 2016
($1,780,000)
For the twelve month period ending on June 30, 2016
($2,070,000)
For the twelve month period ending on September 30, 2016
($4,340,000)
For the twelve month period ending on December 31, 2016
$0
For the twelve