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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 1, 2000
CONDOR TECHNOLOGY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23635 54-1814931
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
170 JENNIFER ROAD, SUITE 325
ANNAPOLIS, MARYLAND 21401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 266-8700
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The Registrant entered into a Fifth Amendment Agreement (the "Fifth
Amendment") by and among First Union National Bank, as Collateral Agent,
Administrative Agent and Issuing Lender ("Lender"), and other members of the
Lender Group, modifying the Credit Agreement dated as of April 16, 1999, and
extending a forbearance through February 28, 2001.
Under the terms of the Fifth Amendment, the Registrant's credit facility
has been reduced to about $49.8 million and the Registrant will be required to
pay certain fees. By the end of the period of forbearance, the Registrant is
required to restructure the credit facility.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit 10.1 Fifth Amendment Agreement dated as of March 1, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONDOR TECHNOLOGY SOLUTIONS, INC.
Date: March 10, 2000 By: /S/ W. M. ROBBINS
------------------------------
W. M. Robbins
Vice President and Chief Financial Officer
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EXHIBIT INDEX
EXHIBITS
10.1 Fifth Amendment Agreement dated as of March 1, 2000.
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FIFTH AMENDMENT AGREEMENT
This Fifth Amendment Agreement (the "Fifth Amendment") is dated as of March
1, 2000 (the "Fifth Amendment Closing Date") and is made and entered into by and
among First Union National Bank, as Collateral Agent, Administrative Agent and
Issuing Lender (in all such capacities, the "Agent"), First Union Commercial
Corporation, as Lender, Fleet National Bank, as Lender, Citizens Bank of
Massachusetts, successor in interest to State Street Bank and Trust Company, as
Lender and Mellon Bank, N.A., as Lender (all of the foregoing, individually, a
"Lender," and collectively, the "Lender Group") and Condor Technology Solutions,
Inc., Computer Hardware Maintenance Company, Inc., Decision Support Technology,
Inc., Federal Computer Corporation, Global Core Strategies Acquisition, Inc.,
Interactive Software Systems Incorporated, Inventure Group, Inc., LINC Systems
Corporation, Louden Associates, Inc., Management Support Technology Corp., MIS
Technologies, Inc., Powercrew, Inc., Titan Technologies Group L.L.C., U.S.
Communications, Inc., Corporate Access, Inc. and Condor System Solutions, Inc.,
as Borrowers (collectively, the "Borrowers").
BACKGROUND
A. Pursuant to various loan agreements and documents, the Lender Group has
extended certain Revolving Loans (the "Revolving Credit Facility") and a Term
Loan Facility (the "Term Loan Facility" and, together with the Revolving Credit
Facility, the "Facilities") to the Borrowers. Such loan agreements and documents
(collectively, the "Existing Loan Documents") include, without limitation, the
following:
(1) that certain Credit Agreement dated as of April 16, 1999 by and
among the Borrowers, the Lenders (including First Union National Bank, as
Lender) referred to therein and the Agent (as amended from time to time
prior to the Fifth Amendment Closing Date, the "Existing Credit Agreement,"
and as amended hereby and from time to time hereafter, the "Credit
Agreement");
(2) that certain Collateral Agreement dated as of April 16, 1999, by
the Borrowers, as Grantors, in favor of the Agent (the "Collateral Agreement");
(3) those certain Revolving Credit Notes each dated April 16, 1999, by
the Borrowers in favor of each of the Lenders (collectively, the "Revolving
Credit Notes");
(4) that certain Term Note dated April 16, 1999, by the Borrowers in
favor of First Union National Bank (the "Term Note," and together with the
Revolving Credit Notes, the "Notes");
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(5) various Uniform Commercial Code financing statements, corporate
authorization documents, and other loan and security documents executed and
delivered by any one or more of either the Lenders or the Borrowers in
connection with the Facilities prior to the Fifth Amendment Closing Date; and
(6) that certain Forbearance Letter Agreement dated as of July 23,
1999, as amended by: (i) the First Amendment to Forbearance Letter Agreement
dated as of July 30, 1999; (ii) the Second Amendment to Forbearance Letter
Agreement dated as of August 13, 1999, as amended; (iii) the Third Amendment to
Forbearance Letter Agreement and Amendment Agreement dated as of August 27,
1999; (iv) the Fourth Amendment to Forbearance Letter Agreement and Amendment
Agreement dated as of November 15, 1999, as amended, and this Fifth Amendment.
As used herein, the term "Loan Documents" shall mean this Fifth Amendment, the
other Forbearance Documents (hereinafter defined), the Existing Loan Documents,
and all other documents now or hereafter entered into by and among the Lenders,
the Borrowers and/or any of them and/or any guarantors, mortgagors or pledgors
to evidence and/or secure the Facilities and/or any of the other Obligations
(hereinafter defined). All capitalized terms contained herein which are not
otherwise defined shall have the definitions set forth in the Credit Agreement.
B. The Lender Group and the Borrowers are parties to that certain
Forbearance Letter Agreement dated July 23, 1999, by and among the Borrowers and
the Lender Group (as amended, the "Forbearance Letter Agreement"), pursuant to
which the Lender Group agreed to implement a limited forbearance period which
commenced on the date thereof and continued until the earlier to occur of the
following (as the case may be, the "First Forbearance Termination Date"): (i)
March 1, 2000; or (ii) at the Lender Group's option, the occurrence of a
Forbearance Event of Default.
C. In order to provide the Borrowers with additional time to take such
actions as may be necessary or appropriate to address the Borrowers' current
financial difficulties, the Borrowers have requested that the Lender Group: (i)
forbear from taking action with respect to the Existing Events (as defined in
the Forbearance Letter Agreement) for the period from the First Forbearance
Termination Date through February 28, 2001; and (ii) amend certain provisions of
the Forbearance Documents and the Existing Loan Documents. Subject to the terms
and conditions of this Fifth Amendment, the Lender Group has agreed to this
request.
D. All terms capitalized but not otherwise defined herein shall have the
meanings ascribed to them in the Forbearance Letter Agreement, as amended, or in
the Credit Agreement, as applicable.
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AGREEMENT
NOW THEREFORE, incorporating the Background herein, and for other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the Lender Group and the
Borrowers agree as follows:
ARTICLE I.- ACKNOWLEDGMENTS
I.1 ACKNOWLEDGMENT OF EXISTING EVENTS; EXISTING LOAN DOCUMENTS; WAIVER OF
DEFENSES. The Borrowers acknowledge that: (a) the Existing Events (as defined in
the Third Amendment, as such definition was supplemented in the Fourth
Amendment) currently exist; (b) the Existing Events are material in nature; and
(c) the Existing Loan Documents and the Forbearance Documents are valid and
enforceable against the Borrowers in every respect and all of the terms and
conditions thereof are binding upon the Borrowers. The Borrowers further
acknowledge and agree that, as a result of the Existing Events, the Lender Group
is entitled immediately, and without further notice or declaration to the
Borrowers or any other Person, to accelerate the Obligations and to exercise the
Lender Group's rights and remedies under the Loan Documents or otherwise. To the
extent that any of the Loan Documents require notification by the Lender Group
to the Borrowers of the existence of a default and an opportunity for the
Borrowers to cure such a default, such notice and period for cure have been
properly given by the Lender Group or are hereby waived by the Borrowers. To the
extent that the Borrowers have any defenses, setoffs, claims, or counterclaims
to repayment of the Obligations or against the Lender Group, such defenses,
setoffs, claims, or counterclaims are hereby waived.
I.2 ACKNOWLEDGMENT OF CURRENT OUTSTANDING OBLIGATIONS. As of February 25,
2000, the Borrowers are indebted to the Lender Group in an aggregate amount
equal to the principal sum (including the face amount of outstanding letters of
credit) of $49,750,798.15 apportioned as follows:
Revolving Credit Facility (including Letters of Credit) $24,938,298.15
Term Loan Facility $24,812,500.00
plus accrued but unpaid interest, plus the costs and expenses associated with
the Facilities incurred by any Lender and/or the Lender Group, including,
without limitation, reasonable attorneys' fees incurred by any Lender and/or the
Lender Group in the negotiation and preparation of the Loan Documents, this
Fifth Amendment and the documents related hereto (the foregoing amounts are
hereafter collectively referred to as the "Current Outstanding Obligations"),
all without offset, counterclaims or defenses of any kind. Nothing contained
herein shall alter, amend, modify or extinguish the obligation of the Borrowers
to repay the Obligations, and neither this Fifth Amendment nor any of the other
Forbearance Documents constitutes a novation of any of the Existing Loan
Documents.
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I.3 ACKNOWLEDGMENT OF LIENS AND PRIORITY. Except for Permitted Liens,
pursuant to the Existing Loan Documents, to the best of Borrowers' knowledge,
the Lender Group holds first priority, perfected security interests in and liens
upon the Borrowers' assets, wherever located, including assets now owned or
hereafter acquired, and as more specifically described in the Existing Loan
Documents. Such security interests and liens secure all of the Obligations now
or hereafter incurred, including, without limitation, the Current Outstanding
Obligations and all other amounts now or hereafter owed by the Borrowers to the
Lender Group under the Existing Loan Documents. For purposes of this Fifth
Amendment, the word "Obligations" shall mean any and all obligations and
liabilities of the Borrowers to the Lender Group, of every kind and description,
direct and indirect, absolute and contingent, sole, joint, several, or joint and
several, primary or secondary, due or to become due, now existing or hereafter
arising, regardless of how they arise or by what agreement or instrument they
may be evidenced or whether evidenced by any agreement or instrument and
includes obligations to perform acts and refrain from taking actions as well as
obligations to pay money, and also includes the Current Outstanding Obligations.
I.4 REAFFIRMATION OF SECURITY INTERESTS; CROSS-COLLATERALIZATION. All of
the assets of the Borrowers pledged, assigned, conveyed, mortgaged, hypothecated
or transferred to the Lender Group pursuant to the Loan Documents including,
without limitation, all goods, accounts, chattel paper, contracts, deposit
accounts, documents, equipment, general intangibles, instruments, intellectual
property, inventory, investment property, all other property not otherwise
described above, all books and records pertaining to the foregoing and, to the
extent not otherwise included, all proceeds and products of any and all of the
foregoing and all collateral security and guarantees given by any person with
respect to any of the foregoing (collectively, the "Collateral") constitute
collateral security for all of the Obligations. The Borrowers hereby grant to
the Lender Group and reaffirm their prior conveyance to the Lender Group of a
continuing security interest in and lien on the Collateral as well as a security
interest in and lien on any and all funds and/or monies of the Borrowers
contained in accounts located at the Lender Group or at any of the Lender
Group's subsidiaries or affiliates.
ARTICLE II. - AMENDMENTS TO FORBEARANCE DOCUMENTS
AND LOAN DOCUMENTS
II.1 Paragraph 11 of the Forbearance Letter Agreement is hereby amended and
restated in its entirety as follows:
"11. Subject to the terms and conditions of this Forbearance Letter
Agreement, and without waiving the Existing Events, the Lender Group
agrees to forbear from enforcing its remedies under the Loan Documents
and applicable law as a result of the Existing Events until the
earlier to occur of the following (as the case may be, the
"Forbearance Termination Date"): (i) February 28, 2001; or (ii) at the
Lender Group's option, the occurrence of a Forbearance Event of
Default (as defined herein)."
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II.2 The following new definitions are hereby added to Section 1.1 of the
Existing Credit Agreement in appropriate alphabetical order:
"Arlington Assets" shall mean all of the assets and certain
liabilities of the Consulting Solutions and the Enterprise Performance
Solutions divisions of the Company (excluding Titan Technologies
Group, LLC, MIS Technologies, Inc., Global Mexico DF, and Dimensional
Systems LLC).
"Fifth Amendment Forbearance Extension Fee" means $650,000, payable as
follows: (i) $100,000 (less $700, as contemplated by Section 5.2 of
the Fifth Amendment) on the Fifth Amendment Closing Date; (ii)
$375,000 on October 1, 2000; and (iii) $175,000 on February 28, 2001.
"Fifth Amendment" shall mean that certain Fifth Amendment to
Forbearance Letter Agreement and Amendment Agreement dated as of the
Fifth Amendment Closing Date by and among the Borrowers and the Lender
Group.
"Fifth Amendment Closing Date" means March 1, 2000.
II.3 The following definitions, as set forth in Section 1.1 of the Existing
Credit Agreement, are hereby amended and restated in their entirety to read as
follows:
"Base Rate" shall mean: (i) On and prior to September 30, 2000, the
Prime Rate plus 1.75%; and (ii) thereafter, the Prime Rate plus 2.75%.
"Commitment Fee Rate" has the meaning set forth in Section 5.3;
provided, however, that notwithstanding anything in Section 5.3 to the
contrary, the Commitment Fee Rate shall be based upon a Revolving
Credit Commitment of $24,938,298.15.
"Forbearance Letter Agreement" shall mean that certain Forbearance
Letter Agreement dated as of July 23, 1999, by and among the Borrowers
and the Lender Group, as amended by the First Amendment to Forbearance
Letter Agreement dated as of July 30, 1999, by and among the Borrowers
and the Lenders party thereto, and the Second Amendment to Forbearance
Letter Agreement dated as of August 13, 1999, as amended by the First
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Amendment to Second Amendment to Forbearance Letter Agreement dated as
of August 20, 1999, by and among the Borrowers and the Lenders party
thereto, the Third Amendment to Forbearance Letter Agreement and
Amendment Agreement dated as of August 27, 1999, by and among the
Borrowers and the Lenders party thereto, the Fourth Amendment to
Forbearance Letter Agreement and Amendment Agreement dated as of
November 15, 1999, as amended by the First Amendment to Fourth
Amendment to Forbearance Letter Agreement dated as of February 15,
2000, and the Fifth Amendment.
"Forbearance Period" shall mean the period of time from August 27,
1999, until the Forbearance Termination Date.
"Forbearance Termination Date" shall mean the earlier of (i) February
28, 2001; or (ii) at the Lender Group's option, the occurrence of a
Forbearance Event of Default.
"Revolving Credit Commitment" means (a) as to any Lender, the
obligation of such Lender to make Revolving Credit Loans to the
account of the Borrowers hereunder in an aggregate principal amount at
any time outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule 1 hereto as such amount may be reduced or
modified at any time or from time to time pursuant to the terms hereof
and (b) as to all Lenders, the aggregate commitment of all Lenders to
make Revolving Credit Loans to the Borrowers pursuant to Section 2.3
in an outstanding aggregate principal amount, inclusive of the
outstanding L/C Commitment, not to exceed at any time $24,938,298.15,
less all permanent paydowns made hereunder.
II.4 The definition of "Loan Documents" as set forth in Section 1.1 of the
Existing Credit Agreement is hereby amended to include, in addition to all other
documents referenced therein, this Fifth Amendment and each of the other
Forbearance Documents.
II.5 Section 5.1(c) of the Existing Credit Agreement is amended and
restated in its entirety to read as follows:
(c) APPLICABLE MARGIN. For purposes of determining Letter of Credit
commissions pursuant to Section 3.3 hereof, the Applicable Margin
shall equal 3.75%.
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II.6 Section 10.8 of the Existing Credit Agreement is hereby amended and
restated in its entirety to read as follows:
Section 10.8 DEUTSCHE LETTER OF CREDIT; IBM LETTER OF CREDIT Effective
as of the Fifth Amendment Closing Date: (i) the Deutsche Letter of
Credit facility shall not exceed $4,500,000; and (ii) the IBM Letter
of Credit shall not exceed $600,000.
II.7 Section 10.9 of the Existing Credit Agreement is amended and restated
in its entirety to read as follows:
10.9 ADDITIONAL PERMANENT REDUCTIONS OF REVOLVING CREDIT LOANS AND
REPAYMENT OF TERM LOANS.
(a) In addition to all other payments required herein, the Borrowers
shall pay to the Lenders, to permanently reduce the Revolving Credit
Loans and the Term Loans on a pro rata basis, $8,000,000 on or before
August 1, 2000. Any proceeds from a sale of ISSI, if such sale is
approved by the Lenders, shall be applied to the $8,000,000 payment.
The Lenders shall not unreasonably withhold their consent to a sale of
ISSI, provided that such sale generates not less than $8,000,000 to be
paid to the Lenders. The Lenders will not unreasonably withhold their
consent to a portion of net sale proceeds in excess of $8,000,000
being applied as a non-permanent reduction of the Revolving Credit
Loans to the extent such proceeds are necessary for working capital
and such proceeds do not exceed the least of: (i) 20% of the net sale
proceeds; (ii) the net sale proceeds less $8,000,000; and (iii)
$2,000,000. Notwithstanding the foregoing, the Borrowers agree that
they will not request permission of the Lenders to sell ISSI if: (i)
the sale will generate gross proceeds of less than $8,000,000; (ii)
the Lenders will receive less than $8,000,000 from such sale; or (iii)
a Forbearance Event of Default has occurred.
(b) In addition to all other payments required herein, the Borrowers
shall pay to the Lenders, to permanently reduce the Revolving Credit
Loans and the Term Loans on a pro rata basis, $125,000 on the first
day of each month, commencing September 1, 2000.
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II.8 Sections 10.10 through 10.12 of the Existing Credit Agreement are
amended and restated in their entirety to read as follows:
Section 10.10 NEW ADVANCES.
Except as set forth below, the Borrowers will not make any new
requests for advances under the Revolving Credit Facility during the
Forbearance Period and will not request or require the issuance of any
new Letters of Credit during the Forbearance Period except for
renewals of existing Letters of Credit in amounts which separately do
not exceed the separate amount of each individual Letter of Credit;
provided, however, that as of the Fifth Amendment Closing Date, the
Borrowers may make advance requests and reborrow under the Revolving
Credit Facility, without regard to borrowing base or advance formulas,
the non-permanent paydowns made by the Borrowers to the Lenders
pursuant to Sections 10.9 and/or 10.13, so long as no Forbearance
Event of Default shall then exist.
Section 10.11 MINIMUM QUARTERLY EBITDA
As of the end of the calendar quarters below specified the Borrowers
shall maintain EBITDA equal to or greater than the respective amounts
set forth below:
<TABLE>
<CAPTION>
CALENDAR QUARTER MINIMUM EBITDA
<S> <C>
January 1, 2000 - March 31, 2000 $ 671,000
April 1, 2000 - June 30, 2000 $1,247,000
July 1, 2000 - September 30, 2000 $1,512,000
October 1, 2000 - December 31, 2000 $2,203,000
</TABLE>
Solely for purposes of calculating EBITDA in accordance with this
covenant, professional fees and costs incurred by the Borrowers
(including fees of DLJ, Carl Marks and all other transaction fees
(including the transaction fees and costs incurred in connection with
the transactions contemplated under sections 10.9 and 10.13 hereof))
and professional fees and costs incurred by the Lenders and paid by
the Borrowers shall be added back to EBITDA. In addition, EBITDA shall
exclude EBITDA attributable to the Arlington Assets.
Section 10.12 DEBT TO ANNUALIZED EBITDA
As of the end of the calendar quarter below specified, the Borrowers
shall maintain a ratio of Debt to Annualized EBITDA equal to or
greater than
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the respective amounts set forth below:
<TABLE>
<CAPTION>
DATE DEBT TO ANNUALIZED EBITDA
<S> <C>
March 31, 2000 12.9:1.0 (*)
June 30, 2000 6.8:1.0
September 30, 2000 3.5:1.0
December 31, 2000 2.4:1.0
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(*) In the event that the Arlington Assets have not been sold on or
before March 31, 2000, the maximum Debt to Annualized EBITDA for March
31, 2000 shall be 16.3:1.0.
Annualized EBITDA shall equal the Borrowers' EBITDA for the three
months ending on the applicable testing date, multiplied by four.
Solely for purposes of calculating EBITDA in accordance with this
covenant, professional fees and costs incurred by the Borrowers
(including the fees of DLJ, Carl Marks and all other transaction fees
(including the transaction fees and costs incurred in connection with
the transactions contemplated under sections 10.9 and 10.13 hereof))
and professional fees and costs incurred by the Lenders and paid by
the Borrowers shall be added back to EBITDA.
II.9 Article X of the Existing Credit Agreement is hereby supplemented by
adding the following sections:
Section 10.13 SALE OF ARLINGTON ASSETS.
So long as there is no Forbearance Termination Event and the Borrowers
are in compliance with the terms of the Agreement, the Lenders consent
to the sale of the Arlington Assets in accordance with the terms set
forth in that certain Letter of Intent (which Letter of Intent shall
not be modified without the consent of the Lenders) dated January 28,
2000 (as amended by a letter agreement dated February 14, 2000)
between Arlington Capital Partners, L.P. and the Borrowers (the
"Arlington Letter of Intent"), subject to the following conditions:
(a) the minimum gross sale proceeds generated from the sale of the
Arlington Assets shall not be less than $13,000,000 less any tangible
net worth adjustment (provided that such tangible net worth adjustment
shall not be more than $1,125,000); (b) the sale price holdback shall
not exceeds $1,500,000; (c) all closing costs shall be paid by the
Borrowers from the amounts set forth in Section 10.13(f) or otherwise
and closing costs attributable to severance costs, employee costs, and
fees and expenses shall not exceed $1,500,000; (d) the closing costs
paid by the Borrowers shall not be deemed to reduce the sales proceeds
for purposes of Sections 10.13(e) and 10.13(f); (e) eighty percent
(80%) of all net proceeds
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(including holdbacks, as collected) shall be paid by the Borrowers to
the Lenders immediately upon receipt of such proceeds to permanently
reduce the Revolving Credit Loans and the Term Loans on a pro-rata
basis; (f) twenty percent (20%) of all net proceeds (including
holdbacks, as collected) shall be paid by the Borrowers to the Lenders
to non-permanently reduce the Revolving Credit Loans; and (g) the sale
of the Arlington Assets shall occur on or before April 1, 2000;
provided, however, that the Lenders shall not unreasonably refuse to
consent to a one-time extension of such closing date.
Section 10.14 TAX REFUNDS
In accordance with the Third Amendment and the documents executed in
connection therewith, the Borrowers have assigned their 1998 and 1999
federal and state income tax refunds to the Lenders, all of which
shall be applied by the Lenders, on a pro-rata basis, to permanently
reduce the Revolving Credit Loans and the Term Loans. The Borrowers
consent and agree to: (i) file their 1999 federal tax return and
refund request on or before May 30, 2000; (ii) file all state tax
returns and refund requests on or before June 30, 2000; and (iii) take
all steps reasonably required to obtain such tax refunds as soon as
possible.
Section 10.15 EXCESS CASH FLOW
The Borrowers shall pay to the Lenders, within 25 days after the end
of each month, 25% of any "Excess Cash Flow" for the preceding month.
Such payments shall permanently reduce the Revolving Credit Loans and
the Term Loans on a pro-rata basis and shall be in addition to all
other payments required pursuant to this Agreement. Excess Cash Flow
shall be calculated on a 4/5 week basis based upon the number of weeks
comprising that particular month.
The term "Excess Cash Flow" with respect to any month shall equal Net
Income as reported by the Borrowers, on a consolidated basis, with
respect to such month
a. Plus the following with respect to such month:
(1) Depreciation and amortization expense;
(2) Any increase in the deferred tax liability or decrease in the
deferred tax benefit account;
(3) Any unrealized loss on property, equipment and improvements;
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b. Less the following with respect to such month:
(1) Any decrease in the deferred tax liability or increase in the
deferred tax benefit account;
(2) Principal reductions made on the Term Loan attributable to
regularly scheduled monthly or quarterly installments paid during such
month;
(3) And any realization of and/or any recovery of any previously
unrealized write down on property, equipment and improvements, which
unrealized write down had been added back into Net Income to calculate
Excess Cash Flow in a prior period.
Section 10.16 SALE OF CIT STOCK
The Borrowers shall pay to the Lenders, to permanently reduce the
Revolving Credit Loans and the Term Loans on a pro-rata basis, all of
the net proceeds received by the Borrowers from the sale or sales of
their holdings of common stock of CIT. The Borrowers will use their
best efforts to liquidate all of their holdings of CIT stock in an
orderly market and to complete such liquidation on or before August
31, 2000.
Section 10.17 ACCESS TO BUYER DATA
The Borrowers covenant and agree to keep the Lenders informed
respecting valid expressions of interest in the Borrowers or their
assets and will provide periodic reports and reasonable access to
investment bankers retained by them.
Section 10.18 ADDITIONAL FINANCING.
The Borrowers covenant and agree that if they have not obtained equity
and/or mezzanine financing of not less than $10,000,000, on terms
reasonably acceptable to the Lenders, on or before September 1, 2000,
the Borrowers shall retain an investment banking firm or similar
financial consultant acceptable to the Lenders on such date to assist
the Borrowers in obtaining other financing.
Section 10.19 COMMITMENT LETTER.
The Borrowers covenant and agree that they shall deliver to the
Lenders, on or before January 31, 2001, a commitment letter (or other
document reasonably acceptable to the Lenders) evidencing a financing,
asset sale, equity infusion or some other transaction generating
sufficient cash proceeds to repay the Lenders in full on or prior to
February 28, 2001.
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Section 10.20 REPORTING REQUIREMENTS.
The Borrowers covenant and agree, in accordance with Article VIII of
the Agreement, that on and after the Fifth Amendment Closing Date, the
Borrowers shall deliver to the Lenders any and all financial
statements and other financial reports which the Borrowers deliver to
the Agent.
II.10 Section 11.1(f) of the Existing Credit Agreement is hereby amended
and restated to read in its entirety as follows:
(f) purchase money Debt of the Borrowers and their subsidiaries in an
aggregate amount not to exceed $2,000,000 on any date of
determination; provided, however, that on a one-time basis, the
Borrowers and/or their subsidiaries may obtain not more than
$3,000,000 of additional purchase money security interest financing to
finance equipment purchases in connection with equipment sales by the
Borrowers to third parties, with liens senior to the Lenders' liens
provided that: (i) such liens are limited to the assets purchased and
the proceeds thereof; and (ii) such purchase money financing is repaid
in full within sixty (60) days. The liens provided for herein shall be
deemed Permitted Liens under this Agreement and the Collateral
Agreement.
II.11 Section 12.1(o) of the Existing Credit Agreement is hereby amended
and restated in its entirety to read as follows:
"(o) DEFAULT IN PERFORMANCE UNDER FORBEARANCE DOCUMENTS.
Notwithstanding any provision in this Agreement to the contrary, the
Borrowers, or any other obligor, or any one or more of them shall fail
to perform or observe any covenant, term, agreement or condition of
the Third Amendment, the Fourth Amendment, the Fifth Amendment or any
other Forbearance Document."
ARTICLE III.- ADDITIONAL COVENANTS OF BORROWERS
The Borrowers jointly and severally, covenant and agree that from the date
hereof and until the satisfaction of the Obligations, unless the Lender Group
shall otherwise consent in writing:
III.1 EXISTING COVENANTS. Unless otherwise provided herein, the Borrowers
shall comply with each of their respective covenants set forth in the Loan
Documents.
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III.2 FIFTH AMENDMENT FORBEARANCE EXTENSION FEE. The Lenders shall earn the
entire Fifth Amendment Forbearance Extension Fee on the Fifth Amendment Closing
Date. The Borrowers shall pay to the Lenders $100,000 of the Fifth Amendment
Forbearance Extension Fee (less $700, as contemplated by Section 5.2 hereof) on
the Fifth Amendment Closing Date. The Borrowers shall pay to the Lenders
$375,000 of the Fifth Amendment Forbearance Extension Fee on October 31, 2000
and $175,000 of the Fifth Amendment Forbearance Extension Fee on the Forbearance
Termination Date; provided, however, that as of the date that the Borrowers'
Obligations to the Lenders are satisfied in full, the Lenders shall waive their
right to receive installments of the Fifth Amendment Forbearance Extension Fee
not yet payable on such date.
III.3 SALE OF ARLINGTON ASSETS. The Borrowers shall consummate a sale of
the Arlington Assets and deliver the proceeds required to be delivered to the
Lenders pursuant to Section 10.13 of the Existing Credit Agreement, on or before
April 1, 2000; provided, however, that the Lenders shall not unreasonably refuse
to consent to a one-time extension of such closing date.
ARTICLE IV.- FORBEARANCE BY THE LENDER GROUP
Subject to the terms and conditions of this Fifth Amendment, and without
waiving the Existing Events and the right to exercise rights and remedies, the
Lender Group agrees to forbear from enforcing its remedies under the Loan
Documents or applicable law as a result of the Existing Events until the earlier
to occur of either one of the following (as the case may be, the "Forbearance
Termination Date"): (I) February 28, 2001; or (ii) the occurrence of an Event of
Default (other than the Existing Events) under the Credit Agreement.
ARTICLE V.- CONDITIONS PRECEDENT TO FIFTH AMENDMENT
The Fifth Amendment is binding upon due execution thereof by all parties
thereto and the delivery of all documents required to be delivered at closing.
Any future deliveries required under the Fifth Amendment, the Credit Agreement
or any other Loan Document which are not made when due shall constitute an event
of default under the applicable document.
V.1 DOCUMENTS AND OTHER ITEMS TO BE DELIVERED TO THE LENDER GROUP. The
Borrowers shall deliver or cause to be delivered to the Lender Group, in form
and substance satisfactory to the Lender Group and its counsel, on the Fifth
Amendment Closing Date, the following (together with all Forbearance Documents
executed in connection with the Third Amendment and the Fourth Amendment, the
"Forbearance Documents"):
a. this Fifth Amendment duly executed by the Borrowers;
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<PAGE>
b. Third Allonges to Revolving Credit Notes
c. Reaffirmation of Collateral Agreement
d. opinion of Condor's In-house Counsel as to non-contravention,
required consents, approvals, and the due authorization, and due
execution and validity of the Forbearance Documents;
e. Certifications of Secretary executed by the Secretaries of the
Borrowers, certifying the incumbency and signature of the
officers of such Borrowers executing this Fifth Amendment
and all other documents to be delivered by them pursuant hereto,
together with evidence of the incumbency of such Secretary;
f. payment of each Lender's and the Lender Group's legal fees, costs
and expenses;
g. all fees due to the Lenders as of the Fifth Amendment Closing Date
including, but not limited to, $100,000 of the Fifth Amendment
Forbearance Extension Fee, shall have been irrevocably paid in
full to the Lenders on the date(s) such fees were due;
h. such other documents as may be reasonably required by the Lender
Group.
V.2 RESTRICTED STOCK. On the Fifth Amendment Closing Date, the Borrowers
shall deliver to the Lenders (on a pro-rata basis based upon outstanding
principal balances of Revolving Credit and Term Loans), or their designees,
70,000 shares of non-registered common stock of Condor Technology Solutions,
Inc. (the "Company"). Consideration of $0.01 per share shall be paid by the
Lenders to the Company on the Fifth Amendment Closing Date by reducing the first
installment of the Fifth Amendment Extension Fee by $700. In the event that the
Company hereafter issues additional shares of common stock such that the
Lenders' interest in the Company is diluted by more than ten percent (10%) from
the Lenders' interest as of the Fifth Amendment Closing Date, the Borrowers
covenant and agree that they shall issue additional shares to the Lenders, on a
pro-rata basis, or their designees, to maintain each Lender's (or designee's
interest in the Company at the same percentage interest that such Lender (or
designee) held in the Company immediately prior to the issuance by the Company
which caused a greater than ten percent dilution. The Borrowers covenant and
agree that if, at any time after the Fifth Amendment Closing Date, the Company
proposes to file a registration statement, it will prior to such filing, give
written notice to the Lenders of the same and, thereafter, upon written request
of one or more Lenders (or designees), the Company shall use its best efforts to
cause the shares designated by such requesting Lender (or designee) to be
included in such registration statement. Notwithstanding the foregoing, the
Company may, in its discretion, withdraw any registration
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<PAGE>
statement without any obligation or liability to the Lenders (or their
designees). In the event that the Borrowers repay the Obligations in full on or
prior to December 31, 2000, the Lenders shall redeliver to the Company, on a pro
rata basis, or cause their designees to deliver, 35,000 shares of the stock
delivered by the Company to the Lenders or their designees.
The delivery by the Borrowers of the foregoing Restricted Stock shall
constitute additional consideration paid by the Borrowers to the Lenders in
connection with this Fifth Amendment and shall not reduce the Current
Outstanding Obligations.
V.3 PAYMENT OF LENDER GROUP'S LEGAL FEES. On or before the Fifth Amendment
Closing Date, the Borrowers shall pay to the Lender Group the amount of the
Lender Group's legal fees, expenses and costs including, without limitation, any
stamp or documentary tax or other similar taxes and any filing, recording or
lien search fees, incurred through the Fifth Amendment Closing Date in
connection with the Existing Events, the Loan Documents, this Fifth Amendment,
and all documents executed and negotiations undertaken in connection with any of
the foregoing. Each Borrower hereby agrees, and to the extent provided in the
Loan Documents, reaffirms its joint and several obligation under the Loan
Documents, to reimburse each of the Lenders for the following incurred in
connection with the Credit Facility: (a) legal fees and expenses, and (b) fees
and expenses of any appraisers or other professionals retained by counsel to the
Lenders. The Borrowers shall pay to the Lender Group the legal fees and expenses
incurred from and after the Fifth Amendment Closing Date and fees and expenses
of appraisers and other professionals retained by counsel to Lenders after the
Fifth Amendment Closing Date. The foregoing fees and expenses will be reimbursed
upon submission by Agent. All Obligations provided for in this Section shall
survive any termination of this Fifth Amendment.
V.4 PAYMENT OF FEES AND COSTS. On or before the Fifth Amendment Closing
Date, or upon two (2) Business Days written notice by any Lender to the extent
that such Lender is unable to provide to the Borrowers on or before the Fifth
Amendment Closing Date a statement of fees and costs, the Borrowers shall pay to
each Lender and to the Lender Group the amount of each Lender's and the Lender
Group's fees and costs, including, without limitation, legal fees, expenses and
costs incurred by such Lender or the Lender Group in connection with this Fifth
Amendment and the other Loan Documents, if any. All Obligations provided for in
this Section 5.3 shall survive any termination of this Fifth Amendment.
V.5 EXECUTION OF OTHER DOCUMENTS. At the Lender Group's request, within two
Business Days of submission thereof by the Lender Group, the Borrowers, or any
of them, shall execute and deliver to the Lender Group such other documents and
instruments, as the Lender Group, in its sole discretion, deems necessary or
convenient to carry out the terms of this Fifth Amendment and the other Loan
Documents.
V.6 CERTIFICATES OF GOOD STANDING. On or before March 31, 2000, the
Borrowers shall provide to the Lender Group good standing certificates for their
respective states of
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incorporation and evidence that they are duly authorized to do business and are
duly qualified as foreign corporations in all jurisdictions wherein the nature
of their businesses or properties make such qualification necessary.
ARTICLE VI. - REPRESENTATIONS AND WARRANTIES
To induce the Lender Group to enter into this Fifth Amendment and as
partial consideration for the terms and conditions contained herein, the
Borrowers make the following representations and warranties to the Lender Group,
each and all of which shall survive the execution and delivery of this Fifth
Amendment and all of the other documents executed in connection herewith:
VI.1 ORGANIZATION AND LOCATION.
a The Borrowers are corporations duly incorporated, organized, validly
existing and in good standing under the laws of their respective states of
incorporation, and are duly authorized to do business and are duly qualified as
foreign corporations in all jurisdictions wherein the nature of their businesses
or properties make such qualification necessary, and have the corporate power to
own their respective properties and to carry on their respective businesses as
now conducted;
b The Borrowers have the requisite corporate power and authority to
deliver and perform this Fifth Amendment and all of the documents executed by
them in connection herewith;
c Every fictitious name, trade name, division or style under which any
Borrower or any other obligor (collectively with the Borrowers, the "Obligors")
conducts any business has been disclosed to the Lender Group in writing together
with the names of each and every jurisdiction in which the same are utilized.
d Every joint venture, partnership, enterprise or stock ownership
involvement of each Obligor has been disclosed to the Lender Group herein on the
Security Agreement Questionnaire delivered to the Lender Group in connection
with the Third Amendment;
e Each affiliate and subsidiary of each of the Borrowers is named on the
Security Agreement Questionnaire delivered to the Lender Group in connection
with the Third Amendment; and
f The information contained on each of the Security Agreement
Questionnaires is true, complete and accurate as of the Fifth Amendment Closing
Date.
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<PAGE>
VI.2 AUTHORIZATION; VALID AND BINDING AGREEMENT. All corporate action
required to be taken by the Borrowers and their respective officers, directors
and stockholders and all actions required to be taken by the principals of the
Borrowers for the authorization, execution, delivery and performance of this
Fifth Amendment and other documents contemplated hereby have been taken. Each
person executing this Fifth Amendment on behalf of any of the Borrowers is an
authorized officer of such Borrower. This Fifth Amendment is, and each of the
documents executed pursuant hereto will be, legal, valid, and binding
obligations of the party or parties thereto, enforceable against each such party
in accordance with their respective terms, subject only to bankruptcy,
insolvency, reorganization, moratorium and other laws or equitable principles
affecting creditors' rights generally.
VI.3 LOCATION OF ASSETS OF BORROWERS. The locations of all of the
Borrowers' inventory, equipment, warehouses, sales offices, main offices, and
product distribution centers are listed on the Security Agreement Questionnaire
delivered to the Lenders in connection with the Third Amendment.
VI.4 REAL PROPERTY. None of the Borrowers owns any real property.
VI.5 COMPLIANCE WITH LAWS. Each of the Borrowers is in compliance in all
material respects with all laws, regulations and requirements applicable to its
business, and has not received, and has no knowledge of, any order or notice of
any governmental investigation or of any violations or claims of violation of
any law, regulation or any governmental requirement.
VI.6 NO CONFLICT; GOVERNMENT APPROVALS. The execution, delivery and
performance by the Borrowers of this Fifth Amendment and the other documents
executed in connection herewith will not:
a conflict with, violate or result in the breach of any provisions
of any applicable law, rule, regulation or order; or
b conflict with or result in the breach of any provision of their
respective Articles of Incorporation, operating agreements, charters, and/or
by-laws. No authorization, consent or approval of, or other action by, and no
notice of or filing with, any governmental authority or regulatory body is
required to be obtained or made by any of the Borrowers for the due execution,
delivery and performance of this Fifth Amendment.
VI.7 THIRD PARTY CONSENTS. The execution, delivery and performance by the
Borrowers of this Fifth Amendment and the documents related hereto will not:
a require any consent or approval of any person or entity which has
not been obtained prior to, and which is not in full force and effect as of, the
date of this Fifth Amendment;
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<PAGE>
b result in the breach of, default under, or cause the
acceleration of any obligation owed under any loan, credit agreement, note,
security agreement, lease indenture, mortgage, loan document or other agreement
by which any of them are bound or affected; or
c result in, or require the creation or imposition of, any lien or
encumbrance on any of their respective properties other than those liens or
security interests in favor of the Lender Group or the liens or security
interests disclosed to the Lender Group in the Loan Documents.
VI.8 FINANCIAL STATEMENTS; REPORTING.
a Except as otherwise disclosed in writing (including by the delivery
of financial statements) to the Lender Group prior to the Fifth Amendment
Closing Date, all balance sheets, reports, Borrowing Base certificates, budgets,
reconciliations, accounts receivable reports, and other financial information
supplied to the Lender Group with respect to the Borrowers have been, if
applicable, in conformity with GAAP, and present fairly the financial condition
and results of operations for the period covered thereby of the Borrowers. All
balance sheets, reports, Borrowing Base certificates, budgets, reconciliations,
accounts receivable reports, and other financial information to be supplied to
the Lender Group with respect to the Borrowers will be prepared in form
acceptable to the Lender Group and, if applicable, in conformity with GAAP, and
will present fairly the financial condition and results of operations for the
period covered thereby of the Borrowers.
b None of the Borrowers has actual knowledge of any facts, other than
those already disclosed in writing to the Lender Group that materially adversely
affect or, in so far as can be foreseen, will materially adversely affect any
Borrower's ability to perform such Borrower's obligations under this Fifth
Amendment and other Loan Documents. After the Fifth Amendment Closing Date, the
Borrowers will notify the Lender Group of any facts which became known to the
Borrowers on or after the Fifth Amendment Closing Date which may materially
adversely affect any Borrower's ability to perform such Borrower's obligations
under this Fifth Amendment and other Loan Documents.
VI.9 LITIGATION AND CONTINGENT LIABILITIES. Except as previously disclosed
to the Lenders in writing, no action, suit, litigation, administrative or
governmental proceeding is pending, or to the knowledge of any officer of any of
the Borrowers, is threatened against any of the Borrowers or any of their
respective properties in which the amount involved exceeds $100,000.00 in the
aggregate.
VI.10 EXCLUSIVE AND FIRST PRIORITY PERFECTED LIEN. Subject to the
Intercreditor Agreement granting certain Lien priorities in favor of Deutsche,
to the best of the Borrowers' knowledge and except for Permitted Liens, the
Lender Group has, as of the date of this Fifth Amendment, and shall continue to
have, until all of the Obligations are paid in full, first priority,
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<PAGE>
valid perfected liens upon and security interests in all of the Collateral to
secure the payment and performance of all of the Obligations.
VI.11 NO UNTRUE OR MISLEADING STATEMENTS. Neither this Fifth Amendment nor
any other document executed in connection herewith contains any untrue statement
of a material fact or omits any material fact necessary in order to make the
statement made, in light of the circumstances under which it was made, accurate.
VI.12 NO EVENTS OF DEFAULT. Other than the Existing Events, no default or
Event of Default has occurred as of the date hereof under any of the Loan
Documents.
VI.13 OTHER REPRESENTATIONS AND WARRANTIES. The Borrowers hereby reaffirm
all of their representations and warranties to the Lender Group contained in the
Loan Documents, and warrant that such representations and warranties, not
otherwise rendered untrue by the Existing Events as disclosed by the Borrowers
herein, are true and correct as of the date of this Fifth Amendment.
ARTICLE VII.- MISCELLANEOUS
VII.1 CONTINUING EFFECT. Except as amended hereby, all of the Loan
Documents including, but not limited to, the Forbearance Letter Agreement as the
same has been amended from time to time, shall remain in full force and effect
and bind and inure to the benefit of the parties thereto and are hereby ratified
and confirmed.
VII.2 NOTICES. Any notice given pursuant to this Fifth Amendment or
pursuant to any document comprising or relating to this Fifth Amendment shall be
given in accordance with the Credit Agreement.
VII.3 INDEMNIFICATION.
If, after receipt of any payment of all or any part of the
Obligations, the Lender Group is compelled to surrender such payment to any
person or entity for any reason (including, without limitation, a determination
that such payment is void or voidable as a preference or fraudulent conveyance,
an impermissible setoff, or a diversion of trust funds), then this Fifth
Amendment and the other Loan Documents shall continue in full force and effect,
and the Borrowers shall be jointly and severally liable for, and shall
indemnify, defend and hold harmless the Lender Group with respect to the full
amount so surrendered. The provisions of this section shall survive the
termination of this Fifth Amendment and the other Loan Documents and shall be
and remain effective notwithstanding the payment of the Obligations, the
cancellation of the Notes, the release of any lien, security interest or other
encumbrance securing the Obligations or any other action which the Lender Group
may have taken in reliance upon its receipt of such payment. Any cancellation of
the Notes, release of any such
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<PAGE>
encumbrance or other such action shall be deemed to have been conditioned upon
any payment of the Obligations having become final and irrevocable.
VII.4 COSTS, EXPENSES AND ATTORNEYS' FEES. The Borrowers agree to pay all
reasonable out-of-pocket costs and expenses incurred by the Lender Group,
including, without limitation, all reasonable fees and out-of-pocket expenses of
counsel for the Lender Group, any stamp or documentary tax or other similar
taxes and any filing, recording or lien search fees. All Obligations provided
for in this Section shall survive any termination of this Fifth Amendment.
VII.5 RELEASE. THE BORROWERS, ON BEHALF OF THEMSELVES, AND ALL PERSONS AND
ENTITIES CLAIMING BY, THROUGH, OR UNDER ANY ONE OR MORE OF THEM, HEREBY JOINTLY
AND SEVERALLY RELEASE, WAIVE AND FOREVER DISCHARGE EACH LENDER, AND EACH
LENDER'S OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AFFILIATES, AND SUCCESSORS AND
ASSIGNS, OF, FROM, AND WITH RESPECT TO ANY AND ALL MANNER OF ACTION AND ACTIONS,
CAUSE AND CAUSES OF ACTIONS, SUITS, DISPUTES, CLAIMS, COUNTERCLAIMS AND/OR
LIABILITIES, CROSS CLAIMS, DEFENSES, AND ANY CLAIMS FOR AVOIDANCE OR OTHER
REMEDIES AVAILABLE TO A DEBTOR, ITS ESTATE OR ANY TRUSTEE OR REPRESENTATIVES
THEREOF, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST OR
PRESENT, ASSERTED OR UNASSERTED, CONTINGENT OR LIQUIDATED, WHETHER OR NOT WELL
FOUNDED IN FACT OR LAW, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, AT LAW OR IN
EQUITY, BASED UPON, RELATING TO OR ARISING OUT OF ANY AND ALL TRANSACTIONS,
RELATIONSHIPS OR DEALINGS WITH OR LOANS MADE TO THE BORROWERS PURSUANT TO THE
LOAN DOCUMENTS WHICH THE BORROWERS HAD OR NOW HAVE, CLAIM TO HAVE HAD, NOW CLAIM
TO HAVE OR HEREAFTER CAN, SHALL OR MAY CLAIM TO HAVE AGAINST ANY LENDER, FOR OR
BY REASON OF ANY CAUSE, MATTER, OR THING WHATSOEVER ARISING FROM THE BEGINNING
OF THE WORLD THROUGH THE DATE HEREOF.
VII.6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties of the Borrowers contained in this Fifth Amendment and in all other
documents and instruments executed in connection herewith or otherwise relating
to this Fifth Amendment shall survive the execution of this Fifth Amendment and
are material and have been or will be relied upon by the Lender Group,
notwithstanding any investigation made by any person, entity or organization on
the Lender Group's behalf. No implied representations or warranties are created
or arise as a result of this Fifth Amendment or the documents comprising or
relating to this Fifth Amendment.
VII.7 HEADINGS. The headings and underscoring of articles, sections and
clauses have been included herein for convenience only and shall not be
considered in interpreting this Fifth Amendment.
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<PAGE>
VII.8 GOVERNING LAW. This Fifth Amendment and all documents and instruments
executed in connection herewith or otherwise relating to this Fifth Amendment
shall be construed in accordance with and governed by the internal laws of the
State of New York without reference to conflict of laws principles.
VII.9 INTEGRATION. The Existing Credit Agreement, as amended by this Fifth
Amendment, and all documents and instruments executed in connection therewith,
including, without limitation, the Loan Documents, constitute the sole agreement
of the parties with respect to the subject matter hereof and thereof and
supersede all oral negotiations and prior writings with respect to the subject
matter hereof and thereof.
VII.10 AMENDMENT AND WAIVER. No amendment of this Fifth Amendment, and no
waiver, discharge or termination of any one or more of the provisions thereof,
shall be effective unless set forth in writing and signed by all of the parties
hereto.
VII.11 SUCCESSORS AND ASSIGNS. This Fifth Amendment and the other Loan
Documents: (i) shall be binding upon the Lender Group, the Borrowers, and upon
their respective heirs, nominees, successors and assigns, and (ii) shall inure
to the benefit of the Lender Group and the Borrowers; provided, however, that
neither the Borrowers nor any of them may assign any rights hereunder or any
interest herein without obtaining the prior written consent of the Lender Group,
and any such assignment or attempted assignment shall be void and of no effect
with respect to the Lender Group.
VII.12 SEVERABILITY OF PROVISIONS. Any provision of this Fifth Amendment
that is held to be inoperative, unenforceable, void or invalid in any
jurisdiction shall, as to that jurisdiction, be ineffective, unenforceable, void
or invalid without affecting the remaining provisions in that jurisdiction or
the operation, enforceability or validity of that provision in any other
jurisdiction, and to this end the provisions of this Fifth Amendment are
declared to be severable.
VII.13 CONFLICTING PROVISIONS. To the extent that any of the terms in this
Fifth Amendment contradict any of the terms contained in any of the other Loan
Documents including, but not limited to, the Credit Agreement, the terms of this
Fifth Amendment shall control.
VII.14 JOINT AND SEVERAL LIABILITY. The obligations and liabilities of the
Borrowers hereunder and under the other Loan Documents are joint and several.
VII.15 CORPORATE ACCESS, INC.. Although it is a Borrower under the Existing
Credit Agreement, Corporate Access, Inc. did not execute the Fourth Amendment or
the First Amendment to Fourth Amendment to Forbearance Letter Agreement and
Amendment Agreement. Corporate Access, Inc. hereby acknowledges and agrees that
it is and shall be bound by the terms of those documents, as they have been
amended and/or supplemented
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hereby, and reaffirms its obligations as a Borrower under the Existing Credit
Agreement, as amended through the date hereof.
VII.16 COUNTERPARTS; EFFECTIVENESS. This Fifth Amendment may be executed in
any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute one and the same Fifth
Amendment. This Fifth Amendment shall be deemed to have been executed and
delivered when the Lender Group has received counterparts hereof executed by all
parties listed on the signature pages hereto.
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<PAGE>
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Fifth Amendment Agreement to be executed as of the date
first above written.
CONDOR TECHNOLOGY SOLUTIONS, INC.,
COMPUTER HARDWARE MAINTENANCE COMPANY,
INC., DECISION SUPPORT TECHNOLOGY, INC.,
FEDERAL COMPUTER CORPORATION, GLOBAL
CORE STRATEGIES ACQUISITION, INC.,
INTERACTIVE SOFTWARE SYSTEMS
INCORPORATED, INVENTURE GROUP, INC.,
LINC SYSTEMS CORPORATION, LOUDEN
ASSOCIATES, INC., MANAGEMENT SUPPORT
TECHNOLOGY CORP., MIS TECHNOLOGIES,
INC., POWERCREW, INC., TITAN
TECHNOLOGIES GROUP L.L.C., U.S.
COMMUNICATIONS, INC. CORPORATE ACCESS,
INC., as Borrowers
By: /s/ W. M. ROBBINS
----------------------------
Name:
Title:
CONDOR SYSTEM SOLUTIONS, INC., as
Borrower
By: /s/ W. M. ROBBINS
----------------------------
Name:
Title:
FIRST UNION NATIONAL BANK, as Collateral
Agent, Administrative Agent and Issuing
Lender
By: /s/ JILL W. AKRE
-----------------------------
Jill W. Akre
Vice President
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CITIZENS BANK OF MASSACHUSETTS,
SUCCESSOR IN INTEREST TO STATE STREET
BANK AND TRUST COMPANY, as Lender
By: /s/ DAVID E. BROWN
----------------------
Dave Brown
Vice President
FLEET NATIONAL BANK, as Lender
By: /s/ DANIEL D. BUTLER
------------------------
Daniel D. Butler
Vice President
MELLON BANK, N.A., as Lender
By: /s/ SUSAN C. SAXER
----------------------
Susan Saxer
Senior Vice President
FIRST UNION COMMERCIAL CORPORATION, as
Lender
By: /s/ MICHAEL J. LARDINI
--------------------------
Name:
Title:
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<TABLE>
<CAPTION>
SCHEDULE 1
(LENDERS AND COMMITMENTS)
- ------------------------------------ ------------------- ------------------------ ------------------- ----------------------
REVOLVING CREDIT REVOLVING CREDIT TERM LOAN TERM LOAN COMMITMENT
LENDER COMMITMENT COMMITMENT PERCENTAGE COMMITMENT PERCENTAGE
- ------------------------------------ ------------------- ------------------------ ------------------- ----------------------
<S> <C> <C> <C> <C>
First Union National Bank and
First Union Commercial Corporation
One South Penn Square $ 9,975,319.26 40% $24,812,500.00 100%
Widener Building, 4th Floor
Philadelphia, PA 19107
Attention: Jill W. Akre
Telephone No: (215) 786-4135
Telecopy No: (215) 973-8783
- ------------------------------------ ------------------- ------------------------ ------------------- ----------------------
Fleet National Bank
111 Westminster
Mail Stop: RI MOM 20A $ 4,987,659.63 20% - -
Providence, RI 02903
Attention: Fred N. Manning
Telephone No: (401) 278-2904
Telecopy No: (401) 278-6004
- ------------------------------------ ------------------- ------------------------ ------------------- ----------------------
Citizens Bank of Massachusetts
100 Summer Street, 13th Floor
Boston, MA 02110 $ 4,987,659.63 20% - -
Attention: Dave Brown
Telephone No: (617) 988-1944
Telecopy No: (617) 422-8282
- ------------------------------------ ------------------- ------------------------ ------------------- ----------------------
Mellon Bank, N.A.
Mellon Bank Center
1735 Market Street, 7th Fl. $ 4,987,659.63 20% - -
Philadelphia, PA 19103
Attention: Green E. Dim
Telephone No: (215) 553-4828
Telecopy No: (215) 553-4560
- ------------------------------------ ------------------- ------------------------ ------------------- ----------------------
TOTALS $24,938,298.17 100% $24,812,500.00 100%
- ------------------------------------ ------------------- ------------------------ ------------------- ----------------------
</TABLE>
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