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FIFTH AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT AND REVOLVING CREDIT NOTE
THIS AMENDMENT, dated as of December 30, 1998 (the "Amendment") to
the Amended and Restated Revolving Credit and Term Loan Agreement and the
Revolving Credit Note, both dated as of November 15, 1993 and amended pursuant
to a certain First Amendment to Revolving Credit and Term Loan Agreement and
Revolving Credit Note dated as of December 9, 1994, a Second Amendment to
Revolving Credit and Term Loan Agreement dated as of November 29, 1995, a Third
Amendment to Revolving Credit and Term Loan Agreement dated as of November 13,
1996 (as so amended, the "Agreement" and the "Note" respectively) and a Fourth
Amendment to Revolving Credit and Term Loan Agreement and Revolving Credit Note
dated as of December 17, 1997, is entered into by and between ANALYSIS &
TECHNOLOGY, INC., a Connecticut corporation (the "Company") and FLEET NATIONAL
BANK, formerly known as Shawmut Bank Connecticut, National Association, a
national banking association (the "Bank").
W I T N E S S E T H
WHEREAS, pursuant to the Agreement, the Bank has made certain
advances to the Company and the Company has made certain covenants to the Bank;
and
WHEREAS, the Bank and the Company now desire to amend the Agreement
to provide for, among other things, an extension of the Termination Date.
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NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged and pursuant to the requirements of the Agreement, the parties
hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein and
not otherwise defined herein shall have the meanings specified in, or by
reference in, the Agreement.
Section 2. Amendment to the Agreement.
(a) Section 1.1 of the Agreement is amended and restated
to read as follows:
Section 1.1 Amounts. Subject to the terms and conditions contained
in this Agreement, the Bank agrees to make loans (the "Revolving
Credit Loans" and individually, a "Revolving Credit Loan") to the
Company from time to time prior to March 31, 2000 (the "Termination
Date") in principal amounts not exceeding at any one time
outstanding the sum of $20,000,000 (such amount, as it may be
reduced from time to time as hereinafter provided, is herein called
the "Commitment") less the face amount of all Letters of Credit
issued for the account of the Company or any other party guaranteed
by the Company (the "Letters of Credit" and each individually a
"Letter of Credit"). Each Revolving Credit Loan shall be either a
Domestic Loan, a CD Loan, or a Eurodollar Loan as the Company may
elect subject to the provisions of this Agreement. Notwithstanding
anything herein to the contrary, during the term of this Agreement,
the sum of (i) the aggregate outstanding principal amount of
Revolving Credit Loans hereunder plus (ii) the aggregate available
face amount of all Letters of Credit, shall not at any time exceed
the Commitment.
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(b) Section 1.3 of the Agreement is amended to change the maturity
date of the Term Loan from November 1, 2004 to April 1, 2005, by substituting
the reference to "November 1, 2004" with "April 1, 2005."
Section 3. Conditions and Effectiveness. This Amendment shall become
effective when, and only when, the Bank and the Company have received
counterparts of this Amendment executed by the Bank and by the Company.
Section 4. Reference to and Effect on the Agreement.
(a) Upon the effectiveness of Section 2 hereof, on and
after the date hereof, (i) each reference in the Agreement to "this Agreement,"
"hereunder," "hereof," "herein," or words of like import, and each reference to
the Agreement in the Revolving Credit Note and any other document relating to
the Agreement, shall mean and be in reference to the Agreement as amended hereby
and (ii) each reference in the Revolving Credit Note to "this Note, "
"hereunder," "hereof," "herein," or words of similar import, and each reference
in the Agreement to "the Note" or "the Revolving Credit Note" shall mean and be
in reference to the Revolving Credit Note as amended hereby.
(b) Except as specifically amended herein, the Agreement and the
Note shall remain in full force and effect and are hereby ratified and
confirmed.
Section 5. Headings. Section headings in this Amendment
are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
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Section 6. Execution and Counterparts. This Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which when taken together
shall constitute one in the same instrument.
Section 7. Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the
date first above written.
ANALYSIS & TECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Its:Executive Vice President
Chief Financial and
Administrative Officer
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Vice President
