<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One) FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended MARCH 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from_______________________to________________________
Commission file number: 1-8502
COMPTEK RESEARCH, INC.
(Exact name or registrant as specified in its charter)
New York 16-0959023
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
2732 Transit Road, Buffalo, New York 14224-2523
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 677-4070
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ---------------------------- ------------------------
Common Stock, $.02 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
Not Applicable
- --------------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
<PAGE> 2
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Based upon the closing sale price of the Common Stock on June 7, 1996, as
reported by the American Stock Exchange, the aggregate market value of the
voting stock held by non-affiliates of the Registrant was approximately $23.8
million.
The number of shares outstanding of the Registrant's common stock, $.02 par
value, was 5,167,247 at June 7, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates by reference portions of the Comptek Research, Inc. Proxy
Statement for the Annual Meeting of Shareholders to be held July 26, 1996 (the
"Company's 1996 Definitive Proxy Statement").
-2-
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I
ITEM 1. BUSINESS
General ............................................................................... 5
Defense Electronics Systems and Services .............................................. 5
Commercial Systems and Services ....................................................... 6
Marketing ............................................................................. 7
Customers ............................................................................. 7
Engineering and Manufacturing.......................................................... 8
Competition ........................................................................... 8
Backlog ............................................................................... 9
Research and Development .............................................................. 9
Employees ............................................................................. 9
Patents and Trade Secrets ............................................................. 9
Officers of the Registrant ............................................................ 10
Forward Looking Statements............................................................. 10
ITEM 2. PROPERTIES
Real Property ......................................................................... 11
Equipment and Leasehold Improvements .................................................. 11
ITEM 3. LEGAL PROCEEDINGS ..................................................................... 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ................................... 12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDERS MATTERS .......................................................... 12
ITEM 6. SELECTED FINANCIAL DATA ............................................................... 13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ................................................... 13
</TABLE>
-3-
<PAGE> 4
TABLE OF CONTENTS (CONTINUED)
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets ........................................................... 18
Consolidated Statements of Operations ................................................. 19
Consolidated Statements of Cash Flows ................................................. 20
Consolidated Statements of Shareholders' Equity ....................................... 21
Notes to Consolidated Financial Statements ............................................ 22
Independent Auditors' Report........................................................... 34
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE ............................................................................ 35
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT .................................... 35
ITEM 11. EXECUTIVE COMPENSATION ................................................................ 35
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ........................ 35
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ........................................ 35
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K ...................... 35
SIGNATURES ................................................................................... 37
REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULES ..................................... 38
SCHEDULE II ................................................................................... 39
INDEX TO EXHIBITS ................................................................................... 40
EXHIBITS ................................................................................... 43
</TABLE>
-4-
<PAGE> 5
PART I
ITEM 1. BUSINESS
GENERAL
Comptek Research, Inc. (the "Company") is primarily engaged in
furnishing computer technology related products and services used in information
evaluation and data communications. The Company's operating activities for the
fiscal year ended March 31, 1996 were concentrated in its Defense Electronics
Systems and Services Segment (the "Defense Segment"). Historically and at the
present time, the Defense Segment designs and develops dedicated systems
software and provides technical support for tactical systems, under prime
contracts and subcontracts, for the U.S. Navy and U.S. Air Force. These systems
provide management information and implement offensive and defensive responses
in combat situations. The Defense Segment also builds command, control,
communications and intelligence (C3I) systems. In addition, the Company designs
and develops shipboard and airborne electronic warfare systems and software for
defensive military applications.
In March 1996, the Company completed an acquisition of a
privately-held developer of simulation, training and software validation systems
related to electronic warfare for domestic and international markets. The
acquired business operates within the Defense Segment as the Advanced Systems
Division (ASD).
During the first quarter of fiscal 1996, the Company contributed
substantially all of the net assets utilized in the Company's wireless data
communications business to a newly formed Delaware corporation, which continued
to use the ARIA Wireless Systems, Inc. name, in exchange for stock in that
company. The net assets were substantially all of the Commercial Systems and
Services Segment (the "Commercial Segment"). Previously, during fiscal 1995, the
Commercial Segment designed, developed and manufactured wireless data
communication systems that provided seamlessly integrated, complete wireless
solutions for business-critical communications. Additionally, during fiscal
1995, this segment manufactured other commercial electronic products and
provided microwave service.
DEFENSE ELECTRONICS SYSTEMS AND SERVICES
Modern military operations are dependent upon the effective use of
the electromagnetic spectrum. Radar is a primary military application used for
critical battlefield functions such as target detection, weapons guidance,
communications and intelligence. This has led to the emergence of increasingly
sophisticated and rapidly evolving electronic surveillance and countermeasures,
which are broadly described as "electronic warfare". The reliance of most modern
offensive weapons systems upon radar targeting and guidance has prompted the
development of defensive surveillance systems which rapidly and reliably detect
and identify hostile weapons and weapons platforms, such as ships, submarines,
aircraft or ground installations, by means of their electromagnetic emissions,
and then activate programmed countermeasures, such as jamming, decoys and other
deceptive electronic responses.
Electronic warfare is a critical factor in warship survivability in
an age of anti-ship missiles. The Company has been a supplier to the U.S. Navy
of surface electronic warfare systems and software since 1973, beginning with
the AN/SLQ-32 software design and development. The AN/SLQ-32 system is the
primary U. S. Navy electronic warfare system and was used on almost every
warship engaged in the Persian Gulf War including cruisers, destroyers and
frigates. The continuing involvement of the Company in the SLQ-32, coupled with
the production of derivative systems, makes the Company a major force in
shipboard electronic warfare.
-5-
<PAGE> 6
The Company's involvement in airborne electronic warfare includes
production of test and support equipment, and design and development of
operational software. The Company is currently developing software for the U.S.
Navy EA-6B support aircraft. The Company developed several of the critical
signal processing algorithms used for identifying hostile radars quickly, and
has assisted the U.S. and foreign air forces with the development of improved
software for radar warning receivers. This expertise led to design and
production of specialized support and test equipment used in maintaining the
software in modern digital radar warning receivers and jammers.
In May 1994, the Company was awarded, in effect, a follow-on to the
current Electronic Combat Mission Support (ECMS) contract managed by Comptek
since April 1989. This contract is for support of the Naval Air Warfare Center,
Weapons Division, located in Point Mugu, CA. This cost-plus-fixed-fee contract
represented approximately $18 million in revenues, 33% of total sales, for
fiscal 1996 and has a potential total sales value of more than $70 million
through fiscal 1999.
In May 1996, Comptek received a one-year contract with two options
totaling $10 million from the Naval Sea Systems Command (NAVSEA). This
cost-plus-fixed-fee program provides to the U.S. Navy engineering support for
its reliability, maintainability and quality assessment. The Company has
provided these types of services to NAVSEA for more than 20 years. Fiscal 1996
sales generated from this contract were approximately $8 million or 15% of total
sales.
In addition to building systems, the Company in fiscal 1996
continued to be heavily involved in the development of proprietary special
purpose military products. These products are tangible manifestations of
organically evolved niche technologies.
For over twenty years, the Company has provided a wide range of
technical and engineering services to the U.S. and foreign governments for both
military and non-military applications. Many of these services build on the
Company's knowledge of Command, Control, Communications and Intelligence
("C(3)I"), particularly in regard to the applications of computers for signal
processing, decision support and training.
The Company acquired Advanced Systems Development Inc., which is
being integrated into the Defense Segment as the Advanced Systems Division
(ASD), on March 1, 1996. As a result of this acquisition, the Company entered
into the Simulation/Stimulation (Sim/Stim) market. ASD specializes in the
design, development, and manufacture of electronic environment simulators and
stimulators for trainers, jammers and radar warning receiver (RWR) evaluation
subsystems. Simulators can replicate battle environments, aircraft cockpits, or
operator stations to provide effective training at costs significantly less than
necessary for large-scale exercises.
COMMERCIAL SYSTEMS AND SERVICES
Effective May 31, 1995, the Company, along with the other
shareholders of ARIA Wireless Systems, Inc. (old ARIA), completed a transaction
to reorganize and capitalize a new entity by the same name, ARIA Wireless
Systems, Inc. (ARIA), which succeeded to the commercial telecommunications
business of old ARIA. The Company contributed substantially all of the net
assets of its Commercial Segment to ARIA in exchange for stock in that company.
As a result of this transaction, old ARIA was merged into ARIA and all aspects
of engineering, manufacturing, marketing and sale of the DataMover and related
wireless data communications products were consolidated in ARIA. Previously
these activities were split between the Company's commercial subsidiaries and
old ARIA.
During the third quarter of fiscal 1996, the Company, in view of
ARIA's continuing losses and related financial position, and after reviewing the
Company's related strategic alternatives, charged the full amount of
-6-
<PAGE> 7
its investment in ARIA, together with any amounts then due from ARIA, to
earnings. The amount of this charge including a subsequent fourth quarter
adjustment, was $6,520,000.
On April 30, 1996, ARIA filed a voluntary petition in the U. S.
Bankruptcy Court for the Western District of New York, under Chapter 11 of the
Bankruptcy Code to reorganize the corporation. The Company, as a principal
shareholder and a creditor of ARIA, intends to submit a proof of claim for all
sums of money due the Company from ARIA and to closely monitor the bankruptcy
proceedings. The ultimate outcome of these proceedings is not expected to have a
material effect on the Company's financial position.
MARKETING
The Company's military marketing efforts emphasize its substantial
experience and knowledge in the engineering, software development, testing and
evaluation of computer controlled command and control systems and the
sophisticated software which it has developed for electronic warfare systems.
Additionally, as a result of the acquired operations of the ASD, the Company's
international marketing efforts have increased primarily directed towards
Sim/Stim products of the highest commercial quality. These types of commercial
products are considered by the U.S. Navy as commercial off-the-shelf (COTS)
equipment. These Sim/Stim products are priced based on cost, competition and
future customer potential purchases.
Marketing is conducted primarily by the Company's own marketing,
technical staffs. In many instances, the Company is invited to bid on a contract
by a contracting office or agency of the U.S. Government. Foreign customers are
covered by the Company's direct marketing forces in conjunction with several
in-country representatives.
CUSTOMERS
During the fiscal year ended March 31, 1996, approximately 97% of
the Company's revenues were attributable to contracts with departments and
agencies of the U.S. Government (including both prime and subcontracts). The
Company's Defense Segment customers include all of the branches of the U. S.
Armed Forces. Its present prime contractor relationships include Vitro, Tracor,
and Raytheon Corp. The remaining 3% of the Company's revenues were attributable
to the operations of ASD for the period March 1, 1996 (acquisition date) through
fiscal year end March 31, 1996. ASD products have been successfully supplied to
departments and agencies of the U.S. Government and to foreign allied military
forces (both include prime and subcontracts). Foreign customers have primarily
been located in Germany, Australia, Italy, and the United Kingdom.
As discussed above, a major multi-year omnibus contract with the
U.S. Navy, Naval Air Warfare Center was awarded to the Company in April 1989
(the four-year follow-on was awarded in May 1994) and accounted for 33% of the
Company's revenues for fiscal 1996 and 38% for fiscal 1995. This
cost-plus-fixed-fee contract required the Company to provide electronic combat
mission support (ECMS) to Naval Air Warfare Center, Weapons Division, Pt. Mugu,
California. Management anticipates that this program will continue to be a
major source of revenue in fiscal 1997. The current contract continues through
August 31, 1998. Additionally, the Company contracted with the U. S. Navy,
Naval Sea Systems Command (NAVSEA) for engineering support for its reliability,
maintainability, and quality assessment and represented 15% of the Company's
sales in fiscal 1996 and 13% of sales in fiscal 1995. No other single contract
accounted for over 10% of the Company's revenues in fiscal 1996.
In fiscal 1996, approximately 80% of the Company's military-related
revenues were derived from cost-plus-fee contracts, approximately 11% were
derived from fixed-price contracts, and approximately 9% were derived from
time-and-material contracts. On cost-plus-fee contracts, the Company is
reimbursed fully for certain allowable costs and receives a negotiated fee based
on a percentage of these allowable costs. On
-7-
<PAGE> 8
fixed-price contracts, the price is not subject to adjustment by reason of the
cost incurred in the performance of the contract. With these types of contracts,
the Company assumes the risk that it will not perform at a cost below the fixed
price. Under time-and-materials contracts, the Company is paid for the cost of
materials and receives an hourly rate intended to cover salary costs
attributable to work performed on the contract, related overhead expenses, and
an agreed-upon profit margin.
Substantially all of the Company's U.S. Government contracts
(including both prime and subcontracts) are multi-year contracts which result
from a competitive bidding process. Government contracts contain provisions
permitting termination at any time at the convenience of the Government upon
payment to the Company of costs incurred plus a profit related to the work
performed to date of termination. All of the Company's contracts contain these
provisions. No material adverse adjustments or loss of revenue occurred during
the last fiscal year as a result of early contract termination. The Company, as
a Government contractor, is subject to various statutes and regulations
governing defense contracts generally, certain of which carry substantial
penalty provisions, including denial of future Government contracts. The
Company's books and records are subject to audit by the Defense Contract Audit
Agency. These audits can result in adjustments to contract costs and fees. A
final audit by the Government has been completed through fiscal 1993.
ENGINEERING AND MANUFACTURING
The Company's technical personnel generally produce the software
sold by the Company and perform the software engineering services; however, from
time to time, the Company engages subcontractors to perform a limited portion of
this work.
The Company's systems are manufactured from standard hardware
components and items, such as printed circuit boards and fabricated metal parts,
which are built by the Company or to the Company's specifications by various
suppliers. The Company may also use quality commercial equipment referred to as
commercial off-the-shelf for various systems. Computer hardware is purchased, by
the Company, pursuant to standard original equipment manufacturer (OEM) and
Value Added Reseller (VAR) arrangements which enable the Company to obtain
discounts on these products based on the volume it purchases. In some cases, the
customer furnishes the computer hardware which the Company modifies as part of
the project. The Company tries to have multiple sources for all materials and
components. However, due to the advanced nature of some of the Company's
commercial products, chip designs may be available for short periods from only a
single source.
COMPETITION
The defense industry is dominated by many large companies, all of
whom have much greater resources than the Company. These competitors include
Tracor, Inc., AAI, Inc., Paramax (Unisys), TRW, Inc., Condor Systems, Inc.,
Lockheed Martin Corporation, Computer Sciences Corporation, Raytheon
Corporation, The Boeing Company, and Hughes Aircraft Company. The size and
reputation of many of these companies may give them an advantage in competing
for contracts. The Company also competes with several small companies which can
sometimes take advantage of special government programs such as small business
set asides. The Company on certain contracts has been able to qualify for small
business status when the standard selected is 750 employees or less.
There is no single company, however, that competes directly with the
Company with respect to all of the Company's major defense market segments. The
Company competes on the basis of the technical expertise of its engineering
staff, and the performance, reliability and price of its products and services.
Government procurement regulations and recent legislation have placed a great
emphasis on competitive procurements. In addition, political pressures directed
at budget reduction are likely to result in keen competition on available
defense industry procurements.
-8-
<PAGE> 9
BACKLOG
The Company's funded backlog and contract backlog of orders at March
31, 1994, 1995, and 1996 were as follows (in thousands):
<TABLE>
<CAPTION>
March 31, March 31, March 31,
1994 1995 1996
---------- ----------- ----------
<S> <C> <C> <C>
Funded Backlog $ 26,599 $ 21,325 $ 20,289
Contract Backlog $ 39,848 $ 55,666 $ 62,030
</TABLE>
Funded backlog includes commercial orders and contracts with the U.S.
Government, which are incrementally funded by the procuring Government office or
agency. Contract backlog, which includes funded backlog, represents the
aggregate contract revenues remaining to be earned by the Company at a given
time over the life of the contract, whether or not fully funded. Backlog may not
be indicative of net sales in any particular period because of timing
differences associated with receipt of contracts, modifications and extensions.
RESEARCH AND DEVELOPMENT
The Company, during fiscal year 1996, continued its efforts to develop
and apply new technology. The Company incurred expenditures of $1,308,000,
$2,356,000, and $1,384,000 for R&D activities in fiscal 1996, 1995, and 1994,
respectively. Approximately $640,000 in fiscal 1996 and $502,000 in fiscal 1995
of these expenses are eligible for reimbursement by the Government as
independent research and development (IR&D).
EMPLOYEES
The Company believes that its continued success will be largely
dependent upon its ability to continue to attract and retain highly trained
professional and technical personnel. As of March 31, 1996, the Company had 661
employees. Their principal areas of expertise include engineering, electronics,
computer technology and management sciences.
PATENTS AND TRADE SECRETS
The Company currently holds no patents. The Company intends to consider
the benefits of patents as to products which may be developed. The Company's
personnel and various customers, suppliers and consultants are covered by trade
secret agreements and other similar contractual arrangements.
The Company is restricted in its use of applicable inventions,
processes and proprietary data developed during the performance of U.S.
Government contracts. Depending upon the category of work, (a) the Government
may acquire title and the Company, at a minimum, reserves a non-exclusive,
royalty-free license, (b) the Company may acquire the principal rights and the
Government takes an irrevocable, non-exclusive, royalty-free license, or (c) the
final determination of rights may be made in the best public interest by a
government contracting officer.
-9-
<PAGE> 10
OFFICERS OF THE REGISTRANT
The following table sets forth as of June 7, 1996, the names and ages
of the officers of the Company and the positions and offices held by each such
person.
<TABLE>
<CAPTION>
Name Age Positions
------------------ --- ----------------------------------------------
<S> <C> <C> <C>
John J. Sciuto 53 President and CEO - Comptek Research, Inc. and
Comptek Federal Systems, Inc.
Christopher A. Head 44 Executive Vice President, General Counsel, and
Secretary - Comptek Research, Inc.
James D. Morgan 59 Vice President and Chief Scientist - Comptek Research, Inc.
Laura L. Benedetti 30 Treasurer and Principal Accounting and Financial Officer -
Comptek Research, Inc.
</TABLE>
MR. SCIUTO was named President and Chief Executive Officer of Comptek
Research, Inc. on April 1, 1996 and President and Chief Executive Officer of
Comptek Federal Systems in April 1992. Since joining Comptek in 1986, Mr. Sciuto
has held positions as Vice President for Surface Navy Electronics Warfare and
Senior Vice President for Defense Electronics prior to an appointment in 1991 as
Division President and Chief Operating Officer for Comptek Federal Systems.
MR. HEAD has been Vice President and General Counsel of the Company
since 1985. In 1991, he was designated Executive Vice President. Mr. Head also
served as Chief Financial Officer from April 1992 to June 1993. He has also
served as Secretary of the Company since 1985.
MR. MORGAN is Vice President and Chief Scientist of the Company. Prior
to joining the Company in April 1990, Mr. Morgan was Vice President of Barrister
Information Systems Corporation, a former subsidiary of the Company spun off in
1982, from 1982 to 1990. Mr. Morgan, a founder of Comptek Research, Inc., has
been a director of the Company since its formation in 1968.
MS. BENEDETTI has been Treasurer of the Company since 1992. She was
designated as Principal Accounting and Financial Officer in November 1994. Prior
to being named Treasurer of the Company she served as Controller of the
Company's subsidiary, Comptek Telecommunications, Inc.
Officers are elected annually by the Board of Directors and serve at
the pleasure of the Board of Directors. There are no family relationships among
any of the Company's directors or officers.
FORWARD LOOKING STATEMENTS
Except for the historical information and results contained herein, the
matters discussed in this report are forward looking statements that involve
risks and uncertainties, including defense related spending by the U.S.
Government, potential adjustments resulting from cost audits by the Government,
and the ability of the Company to integrate Advanced Systems Development, Inc.
into its operations as more fully discussed herein. See Item 7, Management's
Discussion and Analysis.
-10-
<PAGE> 11
ITEM 2. PROPERTIES
REAL PROPERTY
The Company currently leases all the principal facilities used in its
business. All offices are used primarily for services, engineering,
manufacturing and systems development work in support of the Company's various
contracts and customers, with the exception of approximately 3,000 square feet
of office space occupied by the Company's corporate and administrative staff in
Buffalo, New York. The Company's lease of the facility located in Elmhurst, New
York is with the prior owners of ASD, now employees of the Company. The Company
believes that the terms of this lease reflect current market conditions in that
location. The following table shows the location and square footage of the
Company's leased facilities (net of subleases) as of April 1, 1996:
<TABLE>
<CAPTION>
Location Square Footage
---------------------------- ---------------
<S> <C> <C>
Buffalo, New York 39,900
Elmhurst, New York 23,000
Camarillo, California 21,644
Arlington, Virginia 20,779
Virginia Beach, Virginia 12,826
San Diego, California 11,612
Goleta, California 9,000
Mt. Laurel, New Jersey 6,165
Pt. Mugu, California 5,040
Dahlgren, Virginia 3,000
Ridgecrest, California 1,494
Gautier, Mississippi 560
</TABLE>
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
The Company's equipment and leasehold improvements include: computer
equipment and related tools used in the design, development, testing and
simulation of systems and programs; office furniture and fixtures; and leasehold
improvements undertaken to accommodate computers and other equipment.
ITEM 3. LEGAL PROCEEDINGS
In October 1994, IVD Corporation ("IVD"), a Texas corporation, and
Aicesa S.A. de C.V. ("Aicesa"), a Mexico corporation, initiated an arbitration
proceeding in the International Chamber of Commerce relating to a purported
breach of distributorship agreement by ARIA Wireless Systems, Inc. ("ARIA"). The
petition named Comptek Telecommunications, Inc. ("CTI") as a respondent in
addition to ARIA, alleging ARIA was CTI's alter ego or agent. In November 1994,
CTI filed a petition in the United Stated District Court, Western District of
New York, seeking to permanently stay the arbitration against CTI asserting that
CTI was not a signatory to the contract in dispute, nor was ARIA its alter ego
or agent. By letter dated October 3, 1995, IVD and Aicesa notified the
International Chamber of Commerce that is was dismissing CTI from the
arbitration without prejudice, but would continue to proceed against ARIA. On
December 29, 1995, the District Court on motion of IVD and Aicesa dismissed
CTI's petition for injunctive protection as moot and denied CTI's request for a
protective order limiting the use of information obtained by IVD and Aicesa in
the course of discovery related to the petition.
-11-
<PAGE> 12
On July 13, 1995, IVD Corporation ("IVD"), and Aicesa S.A. de C.V.
("Aicesa") commenced an action in New York Supreme Court in Erie County, New
York, against the Company's subsidiary Comptek Telecommunications, Inc. ("CTI"),
ARIA Wireless Systems, Inc. ("ARIA"), and Daniel Dominguez. IVD and Aicesa
allege that CTI and the other named defendants have defamed the plaintiffs and
thereby injured plaintiffs' business reputation and professional and other
economic interests. On April 8, 1996, this action was dismissed with prejudice.
The Company reached a settlement with M~Wave, Inc. ("M~Wave"), and
its wholly-owned subsidiary, Poly Circuits, Inc. ("Poly Circuits"), effective
September 29, 1995. The lawsuit was initiated by the Company in May 1994 against
M~Wave and Poly Circuits seeking compensation for monetary damages incurred as a
result of defective printed circuit boards manufactured for the Company and
installed in the Company's wireless data transmission devices. The settlement
received by the Company included $300,000 in cash and 20,000 shares of M~Wave
stock. Additionally, the Company obtained the right to receive $300,000 in
product at no cost to the Company. The value of this product will be recorded by
the Company if and when the Company exercises this right.
The Company is involved in various other legal proceedings and claims
which have arisen in the ordinary course of business that have not been finally
adjudicated. These actions when ultimately concluded and determined will not, in
the opinion of management, have a material adverse effect on the Company's
financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Item is not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
STOCK MARKET AND DIVIDEND INFORMATION
The common stock of Comptek Research, Inc. is listed on the American Stock
Exchange under the symbol CTK. The table below sets forth market price
information for fiscal years 1995 and 1996 (April 1, 1994 through March 31,
1996):
<TABLE>
<CAPTION>
QUARTER
ENDED HIGH LOW
<S> <C> <C> <C>
7/1/94 19 3/8 14
9/30/94 16 1/4 11 1/4
12/30/94 17 3/4 13 7/8
3/31/95 17 1/4 12 7/8
6/30/95 18 3/8 12 7/8
9/29/95 19 16 3/4
12/29/95 17 1/2 8
3/31/96 10 3/4 5
</TABLE>
-12-
<PAGE> 13
The Company has approximately 400 shareholders of record as of May 31, 1996.
The Company does not currently pay a cash dividend and is restricted from doing
so under the terms of its credit facility agreements with its major lender.
ITEM 6. SELECTED FINANCIAL DATA
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA
YEAR ENDED MARCH 31,
1996 1995 1994 1993 1992
- --------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
OPERATIONS STATEMENT DATA
Net sales $55,168 $57,835 $63,073 $64,084 $64,902
Earnings (loss) before loss associated
with ARIA Wireless Systems, Inc. 428 53 (4,728) 760 1,700
Net earnings (loss) (8,552) (980) (4,844) 816 1,653
Net earnings (loss) per share (1.90) (.22) (1.13) .18 .39
Dividends per share ---- ---- .08 .16 .12
BALANCE SHEET DATA
Working capital $8,298 $5,435 $8,535 $13,684 $13,474
Total assets 25,861 21,141 23,044 29,732 31,651
Long-term debt 7,626 2,244 3,016 4,322 6,250
Shareholders' equity 8,245 11,275 11,527 16,196 15,129
Shareholders' equity per share 1.60 2.56 2.66 3.79 3.63
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
During fiscal 1996, the Company's operating activities were primarily
concentrated in the Defense Electronics Systems and Services Segment. In this
context, the Company, during the fourth quarter, completed an acquisition of a
niche defense products company, Advanced Systems Development, Inc. (ASDI).
During the third quarter, the Company initiated an intensive review of its
non-operating investment in ARIA Wireless Systems, Inc. (ARIA). As a result of
this review and the financial difficulties encountered by ARIA, the Company's
investment in ARIA was written down to zero. On April 30, 1996, ARIA filed a
voluntary petition in the United Stated Bankruptcy Court under Chapter 11 of the
Bankruptcy Code to reorganize the corporation. The Company will closely monitor
these proceedings in order to maximize the Company's investment position.
-13-
<PAGE> 14
FISCAL YEAR 1996 COMPARED WITH FISCAL YEAR 1995
Transactional activities relating to the Company's Commercial Systems
and Services Segment and its investment in ARIA, had a significant impact on the
Company's fiscal 1996 financial performance. During the first quarter, the
Company, along with the other shareholders of a predecessor corporation
responsible for the marketing and sale of wireless data communication products,
which was also named ARIA Wireless Systems, Inc. (old ARIA), completed a
transaction to reorganize and capitalize ARIA. As a result of this transaction,
old ARIA was merged into ARIA and all aspects of research and development,
engineering, manufacturing, marketing and sale of the DataMover and related
wireless data communications products were consolidated into ARIA. This
transaction affected several aspects of the Company's financial statements as
the Company contributed its remaining Commercial Segment net assets to ARIA in
exchange for stock in that company. Losses associated with the ARIA investment
were $8.98 million in fiscal 1996, and include the Company's equity share of
ARIA's operating losses and the complete write-down of the Company's remaining
investment balance. The Company recorded a similar loss of $1.03 million in
fiscal year 1995 that represented the Company's pro rata share of ARIA's
operating losses during that period.
Net sales for fiscal 1996 decreased 4.6% from fiscal 1995 to $55.2
million. The elimination of Commercial Segment sales accounted for approximately
half of the total decrease. The capitalization of ARIA during the first quarter
resulted in ARIA as successor to the commercial telecommunications business
activities previously split between Comptek Telecommunications Inc. (CTI), and
old ARIA.
Delays in subcontractor activity on a U.S. Navy contract for Electronic
Combat Mission Support (ECMS) during the first half of the fiscal year affected
the Defense Electronics Systems and Services Segment's net sales during the
year. This contract represented approximately 33% of the Company's net sales in
1996, compared with 38% in 1995. Total Company backlog at March 31, 1996
increased from the prior year to $62 million, or 11%, primarily due to the
acquisition of ASDI in March 1996. This acquisition is expected to further the
Company's focus on international markets for defense products. On May 2, 1996,
the Company received from the U.S. Navy a contract modification for work
performed on the ECMS contract valued at $26.8 million. The modification
resulted in the Company receiving full funding for the performance period
through August 1998. The Company's backlog, as of May 16, 1996, was
approximately $100 million.
Gross margins (net sales less cost of sales) increased to 16.8%, from
14.6% in the prior year, primarily due to the current year sales mix. Decreasing
lower margin subcontractor sales on the ECMS contract and the completion of work
earlier than anticipated on a higher margin defense contract, produced overall
higher margins for the year. Additionally, the Commercial Segment, in the prior
year, negatively impacted gross margins.
The Defense Segment during fiscal 1996 placed greater emphasis on
selling and marketing with a view toward attracting new customers in both
foreign and domestic markets and introducing new proprietary military products.
Accordingly, Selling, General and Administrative expenses (S, G&A), increased
by 17.6% to $7.5 million. Additionally, the Company recorded costs associated
with the reorganization of executive management. S, G&A as a percentage of
sales increased to 14% in fiscal 1996, from 11% in fiscal 1995.
The first quarter transfer of the Commercial Segment's operations to
ARIA resulted in a decrease of the Company's Research and Development (R&D)
spending. A net reduction in R&D of $1.1 million includes a decrease of $1.5
million in the Commercial Segment, offset in part by an increase of
approximately $400,000 in the Defense Segment. During fiscal 1996 the Defense
Segment concentrated on the development of new proprietary military products and
elected to participate in a Government research and development project.
Income of $477,000 was recorded, net of associated legal fees, as a
result of the settlement of litigation between the Company and M~Wave, Inc., and
its wholly-owned subsidiary, Poly Circuits, Inc. (Poly
-14-
<PAGE> 15
Circuits). The lawsuit was initiated by the Company against Poly Circuits
seeking compensation for monetary damages incurred as a result of defective
printed circuit boards manufactured for the Company which were installed in the
Company's wireless data transmission devices. The Company recorded a charge
(included in the fiscal 1994 special charge) for the costs associated with the
program to repair and replace these defective boards and the write-off of
defective boards remaining in inventory. The settlement received by the Company
included $300,000 in cash and 20,000 shares of M~Wave, Inc. common stock.
In March 1996, the Company completed an acquisition of ASDI, a
privately-held developer of simulation, training and software validation systems
related to electronic warfare for domestic and international markets. The
acquisition was completed by merger of ASDI into Comptek Federal Systems, Inc.,
a wholly-owned subsidiary of the Company. This transaction was accounted for as
a purchase and, accordingly the assets, liabilities and results of operations
have been consolidated with those of the Company since the acquisition date of
March 1, 1996. The results of operations for the one month ending March 31,
1996, were not material to the Company's consolidated fiscal 1996 financial
results. The Company, however, anticipates that the acquired operations will
have a material impact on the Company's financial results in the future. See
note 11 to the consolidated financial statements for further information.
Other expense, primarily net interest expense, increased to $218,000 in
fiscal 1996, from $73,000 in fiscal 1995. This increase is due to a higher
average outstanding debt balance, compared with the prior year, coupled with
increases in the LIBOR borrowing rate which have occurred since April 1, 1995.
The Company expects interest expense to increase significantly during fiscal
year 1997 as a result of the increase in long term debt used to finance the
acquisition of ASDI.
The Company anticipates that the U.S. Department of Defense, the
principal customer group for its Defense Segment, will continue to reduce
overall spending in real dollars. The Company expects this trend to affect
virtually all defense contractors in varying degrees. Additionally, the
Government, specifically DoD, continues to place emphasis on audit and
investigative activities which present risks of unanticipated financial exposure
for companies with substantial activity in Government contract work. The audit
process is an on-going one which includes post-award reviews and audits of
compliance with various procurement requirements. Government regulations provide
that under certain circumstances a contractor may be fined, penalized, have its
progress payments withheld or be debarred from contracting with the Government.
The Company believes that it maintains adequate internal systems to assure
compliance with these requirements and therefore does not anticipate a material
adverse financial impact from the various and on-going procurement reviews. The
DoD also audits the books and records of the Company which can result in
adjustments to contract costs and fees. These audits have been completed for all
fiscal years through 1993, without material adjustments. However, there are no
assurances that future adjustments will not be required.
The Company's Government contracts are subject to termination at the
Government's convenience, without cause. If a Government contract were
terminated for convenience, the Company would typically, be reimbursed for its
allowable costs to the date of termination and be paid a proportionate amount of
the stipulated profit or fee for the work actually performed. The Company has
not been materially adversely affected by the termination of any government
contract.
FISCAL YEAR 1995 COMPARED WITH FISCAL YEAR 1994
Net sales declined 8% in fiscal 1995 as a result of the Commercial
Systems and Service Segment's sale of its Industrial Systems Service, Inc. (ISS)
operations and the discontinuation of the Segment's microwave systems and
service business. Both businesses combined represented almost 10% of the
Company's net sales for fiscal 1994. On a comparable basis without ISS and
microwave sales, net sales for the Company increased 1% in 1995 over 1994.
-15-
<PAGE> 16
The Commercial Segment's wireless data communications sales increased
65% in fiscal 1995 to $1.8 million. Additionally, management was able to resolve
a number of DataMover product performance issues, the most significant of which
resulted from a defective vendor-supplied circuit board. Costs to correct this
defect were $1,153,000, $982,000 of which had been accrued in fiscal 1994.
The Defense Electronics Systems and Services Segment's sales increased
slightly during fiscal 1995 to $56 million, from $55.5 million in fiscal 1994.
The Defense Segment market continues to expand domestically despite the decline
in DoD spending. In the first quarter of fiscal 1995 a $70 million follow-on
contract for Electronic Combat Mission Support (ECMS) was awarded. This contract
contributed approximately 38% of the Company's net sales in 1995 compared with
36% in 1994. International markets continue to be a focal point as interest in
defense products grows. Total Company backlog at March 31, 1995 was $55.7
million, a 40% increase from the prior year. The increase is primarily the
result of contracts awarded to the Company's Defense Segment.
The Commercial Segment's disposal and discontinuance of its low margin
businesses, as well as an increase in the Defense Segment's sales of higher
margin contracts, improved the cost of sales as a percentage of net sales during
1995. Cost of sales decreased to 85% of net sales, compared with 88% in 1994.
The decrease in SG&A for fiscal 1995 is attributable, in part, to the
Company's restructuring efforts. Specifically, the sale of ISS and the microwave
business discontinuance contributed to this decrease. SG&A expense as a
percentage of net sales decreased to 11% in fiscal 1995, from 14% in fiscal
1994.
Consistent with its focus on product development, the Company increased
R&D spending during 1995 by 70% to $2,356,000, from $1,384,000 in 1994. The
Commercial Segment increased R&D spending by 95%, or $834,000, to $1,716,000.
This increase is primarily due to the development of a new product line which is
an extension of the DataMover technology. The Defense Segment increased R&D
spending by 27%, or $138,000, to $640,000 as a result of increased emphasis on
new products for existing markets.
During the third quarter, the Commercial Segment completed the sale of
the ISS operations located in Erie, Pennsylvania. This sale was generally in
accordance with the disposal plan adopted in fiscal 1994, except that the sale
occurred approximately six months earlier than expected. The Company received
$1,387,000 in cash and $900,000 in promissory notes. The underlying net assets
of this operation had been included in the assets of business held for sale in
the 1994 Consolidated Balance Sheet. The $4.4 million special charge, recorded
in fiscal 1994, included $1,467,000 for the estimated loss on sale and the
anticipated losses from operations pending the completion of the sale. The
Company recorded a $331,000 reversal of this charge in the third quarter of
fiscal 1995 to reflect the final accounting for the sale.
Other expense, primarily net interest expense, decreased in fiscal 1995
to $73,000, from $266,000 in fiscal 1994. The decrease was a result of a lower
average outstanding balance on the Company's credit facility as positive cash
flow was used to reduce debt. Additionally, interest income was received on
outstanding notes receivable.
The Company recorded a loss for its minority share in the Company's
investee, old ARIA of $1,033,000 for 1995 compared with a loss of $116,000 for
1994. Beginning with the fiscal 1995 fourth quarter, when old ARIA began to
generate a stockholders' deficiency, the Company as its most significant
economic stakeholder began to record 100% of old ARIA's operating results as
equity in net loss. Fiscal 1995 losses were primarily attributable to lower than
anticipated sales, increased domestic and international marketing efforts,
settlement of litigation, and establishment of reserves for accounts receivable.
The Commercial Segment's sales to old ARIA during fiscal 1995 were $1,196,000
compared to $1,123,000 in the prior year. Total due from old ARIA was $2,350,000
(including loans and accounts receivable) at March 31, 1995.
-16-
<PAGE> 17
LIQUIDITY AND CAPITAL RESOURCES
The Company reported positive cash flow from operations in fiscal 1996
of $814,000, a $374,000 increase from the prior year of $440,000, and a decrease
when compared with fiscal year 1994 of $1,477,000. Increases in receivables and
inventories were significant uses of cash during the year, while other current
assets provided cash. Inventory increases are directly related, to the
Commercial Segment activities through May 31, 1995, when substantially all of
the Commercial Segment's net assets were contributed as a part of the ARIA
combination. Receivable increases are associated with the Defense Segment and
the increase in sales during the fourth quarter of fiscal 1996.
The Company funded the operations of the Commercial Segment through May
31, 1995. The Company also provided operating cash to ARIA through the purchase
of senior subordinated notes totaling $1,827,000. Expenditures for equipment and
leasehold improvements decreased to $889,000 in the current year. This reduction
was primarily due to the Commercial Segment and ARIA combination. The Company
received cash as a result of the settlement of litigation and the principal
payments on a note receivable taken in the sale of Industrial Systems Services,
Inc., Erie operations.
The Company acquired ASDI, effective March 1, 1996, and used
approximately $370,000 in cash and acquired cash of approximately $69,000. In
connection with the acquisition, the Company established a new credit facility
with its current lender which consists of a $5,000,000 five year term loan used
to reduce ASDI's existing financing facility and a $10,000,000 revolving credit
agreement. The Company, at March 31, 1996, had $3,500,000 outstanding on the
revolving credit facility, compared to $2,100,000 at March 31, 1995. The Company
used financing available under its facility to fund the cash requirements for
the fiscal year noted above. Accordingly, the Company's total debt to equity
ratio increased to 2:1 at March 31, 1996, from .9:1 at March 31, 1995. Also,
affecting this ratio is the decrease in equity due to the losses recorded as a
result of the write-down of the ARIA investment. The Company anticipates the
cash flows from operations and available borrowing capacity will be sufficient
to cover working capital, capital expenditure demands and the repayment of long
term debt in the coming year.
RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards (SFAS) No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of, and SFAS No. 123, Accounting for Stock-Based Compensation are
required to be adopted in fiscal 1997. The Company's policy on impairment is
not materially different than that prescribed by SFAS 121. As permitted by SFAS
123, the Company will continue to apply its current accounting policy under
Accounting Principles Board Opinion No. 25 and will include the necessary
disclosures in the 1997 financial statements.
INFLATION
Inflation has, and continues to have, minimal effect upon the Company's
results. Where competitive conditions and government regulations permit, the
Company seeks to reduce the potential impact of inflation by negotiating price
escalations into contracts.
-17-
<PAGE> 18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
MARCH 31,
1996 1995
============================================
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 160 $ 71
Receivables (note 2) 15,776 10,442
Inventories (note 3) 1,582 1,703
Deferred income taxes (note 9) 26 172
Other 744 669
-------------- --------------
Total current assets 18,288 13,057
Equipment and leasehold improvements (note 4) 2,491 3,092
Deferred income taxes (note 9) 350 35
Other assets (note 5) 4,732 4,957
-------------- --------------
Total assets $ 25,861 $ 21,141
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt (note 6) $ 1,051 $ 187
Accounts payable 4,594 2,953
Accrued salaries and benefits 2,833 2,783
Other accrued liabilities 1,512 1,699
-------------- --------------
Total current liabilities 9,990 7,622
Long-term debt, excluding current installments (note 6) 7,626 2,244
Shareholders' equity (note 7):
Common stock, par value, $.02 per share Authorized
10,000,000 shares; issued 5,272,205 in 1996 and
4,711,938 in 1995 105 94
Additional paid-in capital 14,582 9,606
Retained earnings (deficit) (5,782) 2,770
-------------- --------------
8,905 12,470
Less cost of treasury shares, 113,464 in 1996 and 299,744 in 1995 (660) (1,195)
-------------- --------------
Total shareholders' equity 8,245 11,275
-------------- --------------
Commitments and contingencies (note 10 and 13)
Total liabilities and shareholders' equity $ 25,861 $ 21,141
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
-18-
<PAGE> 19
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
1996 1995 1994
======================================================
<S> <C> <C> <C>
Net sales $ 55,168 $ 57,835 $ 63,073
Costs and expenses:
Cost of sales 45,904 49,387 55,591
Selling, general and administrative 7,502 6,380 8,799
Research and development 1,308 2,356 1,384
Special charge (credit) (notes 13 and 14) (477) (331) 4,433
Other expense 218 73 266
----------------- ---------------- ----------------
Total costs and expenses 54,455 57,865 70,473
----------------- ---------------- ----------------
Earnings (loss) before income taxes and loss associated
with ARIA Wireless Systems, Inc. 713 (30) (7,400)
Income taxes (benefit) (note 9) 285 (83) (2,672)
----------------- ---------------- ----------------
Earnings (loss) before loss associated with
ARIA Wireless Systems, Inc. 428 53 (4,728)
Loss associated with ARIA Wireless Systems, Inc. (note 12) (8,980) (1,033) (116)
----------------- ---------------- ----------------
Net loss $ (8,552) $ (980) $ (4,844)
================= ================ ================
Net loss per share $ (1.90) $ (0.22) $ (1.13)
================= ================ ================
Weighted average number of common shares outstanding 4,508 4,373 4,306
================= ================ ================
</TABLE>
See accompanying notes to consolidated financial statements.
-19-
<PAGE> 20
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
1996 1995 1994
================================================
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (8,552) $ (980) $ (4,844)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 994 1,281 1,545
Loss associated with ARIA Wireless Systems, Inc. 8,980 1,033 116
Deferred income taxes 183 (262) (2,949)
Other non-cash charges and credits, net (353) (328) 5,526
Assets held for sale ---- (646) ----
Changes in current assets and liabilities providing (using) cash,
excluding effects of acquisition, subsidiary sale and special charge:
Receivables (649) 1,265 1,128
Inventories (620) 462 (316)
Other assets 53 (1,465) 1,569
Accounts payable and accrued liabilities 778 80 516
------------ ------------- -------------
Net cash provided by operating activities $ 814 $ 440 $ 2,291
------------ ------------- -------------
Cash flows from investing activities:
Expenditures for equipment and leasehold improvements $ (889) $ (1,322) $ (799)
Acquisition of business, net of cash acquired (301) ---- ----
Purchase of ARIA Wireless Systems, Inc. senior subordinated
notes, net of collection and loans provided (1,827) (550) ----
Sale (purchase) of other Commercial assets 375 1,703 (167)
------------ ------------- -------------
Net cash used by investing activities $ (2,642) $ (169) $ (966)
------------ ------------- -------------
Cash flows from financing activities:
Proceeds from (payment of) revolving debt $ 1,400 $ (596) $ (1,140)
Proceeds from issuance of long-term debt 5,000 ---- ---
Payment of long-term debt (5,782) (189) (266)
Purchase of treasury shares (51) ---- (5)
Proceeds from the sale of treasury shares 1,073 280 218
Proceeds from the exercises of stock options 277 260 194
Cash dividends paid ---- ---- (352)
------------ ------------- -------------
Net cash provided (used) by financing activities $ 1,917 $ (245) $ (1,351)
------------ ------------- -------------
Net increase (decrease) in cash and equivalents $ 89 $ 26 $ (26)
Cash and equivalents at beginning of year 71 45 71
------------ ------------- -------------
Cash and equivalents at end of year $ 160 $ 71 $ 45
============ ============= =============
</TABLE>
Supplementary cash flow information (note 16)
See accompanying notes to consolidated financial statements.
-20-
<PAGE> 21
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share data)
<TABLE>
<CAPTION>
Common Stock
-----------------------------------------------
Issued Treasury
------------------- ----------------------- Additional Retained
Paid-In Earnings
Shares Amount Shares Amount Capital (Deficit) Total
------------------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Shareholders' Equity March 31, 1993 4,611 $92 338 ($1,309) $8,467 $8,946 $16,196
Exercise of stock options, including tax
benefits of $120 45 1 ---- ---- 313 ---- 314
Issuance of treasury stock primarily
through employee stock purchase plan ---- ---- (16) 54 164 ---- 218
Repurchase of common stock ---- ---- ---- (5) ---- ---- (5)
Cash dividends, $.08 per share ---- ---- ---- ---- ---- (352) (352)
1994 net loss ---- ---- ---- ---- ---- (4,844) (4,844)
--------------------------------------------------------------------------------------
Shareholders' Equity, March 31, 1994 4,656 $93 322 ($1,260) $8,944 $3,750 $11,527
Exercise of stock options, including
tax benefits of $188 56 1 ---- ---- 447 ---- 448
Issuance of treasury stock primarily
through employee stock purchase plan ---- ---- (23) 65 215 ---- 280
1995 net loss ---- ---- ---- ---- ---- (980) (980)
--------------------------------------------------------------------------------------
Shareholders' Equity, March 31, 1995 4,712 $94 299 ($1,195) $9,606 $2,770 $11,275
Exercise of stock options, including
tax benefits of $12 36 1 ---- ---- 288 ---- 289
Repurchase of common stock ---- ---- 6 (51) ---- ---- (51)
Issuance of treasury stock primarily
through employee stock purchase plan ---- ---- (43) 140 239 ---- 379
Sale of treasury stock in a private placement ---- ---- (49) 140 554 ---- 694
Issuance of common stock in connection
with acquisition (note 11) 524 10 (100) 306 3,895 ---- 4,211
1996 net loss ---- ---- ---- ---- ---- (8,552) (8,552)
--------------------------------------------------------------------------------------
Shareholders' Equity, March 31, 1996 5,272 $105 113 ($660) $14,582 ($5,782) $8,245
======================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
-21-
<PAGE> 22
COMPTEK RESEARCH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996, 1995 and 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================
(a) CONSOLIDATION
The consolidated financial statements include the accounts of Comptek Research,
Inc. and its wholly-owned subsidiaries (the Company). All significant
intercompany balances and transactions are eliminated in consolidation.
(b) REVENUE RECOGNITION
The Company's operations consist of furnishing computer-technology-related
products and services used in information evaluation and data communications.
The Defense Electronics Systems and Services Segment generally provides computer
software and hardware to the U.S. Government under prime contracts and
subcontractual arrangements. Costs are accumulated for each contract with
uncompleted contracts, at the balance sheet dates, recorded on a
percentage-of-completion basis whereby costs and estimated earnings are deemed
sales based on estimates as the work is performed. Certain contracts have terms
extending beyond the Company's financial reporting year. Revisions in costs and
estimated earnings are reflected in the year when the additional data becomes
known. Estimated losses on contracts are recorded as identified.
Sales of commercial products are recorded upon shipment.
(c) CASH EQUIVALENTS
Cash equivalents consist of liquid, short-term investments with an original
maturity of three months or less.
(d) INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market (net
realizable value).
(e) EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Depreciation is recorded on the straight-line method over the estimated useful
lives of the assets. Machinery and equipment and furniture and fixtures are
depreciated over estimated useful lives of five to ten years. Improvements to
leased property are depreciated over the lesser of the life of the lease or the
life of the improvement.
(f) INTANGIBLE ASSETS ARISING FROM BUSINESS ACQUISITIONS
These assets, consisting of the excess of cost over the fair value of assets
acquired, are carried at the lower of cost or net realizable value, and are
amortized on the straight-line method over the period of estimated benefit,
generally ranging from 15 and 20 years. Net realizable value of intangibles is
determined based on the projected undiscounted future operating cash flows of
the underlying business. The assessment of the recoverability of intangibles
will be impacted if estimated future operating cash flows are not achieved.
(g) INVESTMENT IN EQUITY AFFILIATE
Given ARIA's financial and operational status, the Company, during fiscal 1996,
fully wrote-down its investment in ARIA (note 12). Previously, the Company used
the equity method of accounting and, when ARIA's cumulative losses exceeded its
contributed capital, recorded 100% of ARIA's losses as equity in loss, as the
Company was ARIA's principal investor.
-22-
<PAGE> 23
(h) INCOME TAXES
Deferred tax assets and liabilities are provided on temporary differences
between the book and tax basis of assets and liabilities and for net operating
loss and credit carryforwards. Deferred taxes are adjusted at each balance sheet
date to the amounts expected to be paid or received in the future, based upon
current tax laws. The tax effects of deductions attributable to employees'
disqualifying dispositions of shares obtained from incentive stock options are
reflected in additional paid-in capital.
(i) FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of all financial instruments approximate their carrying
amounts in the balance sheet.
(j) USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
related to the reporting of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(k) SHARE DATA
Earnings per share data are based on the weighted average number of shares of
common stock and dilutive common stock equivalents outstanding during the year.
(l) RECLASSIFICATION
Certain reclassifications have been made to the 1995 and 1994 consolidated
financial statements to conform to the 1996 presentation.
(2) RECEIVABLES
- --------------------------------------------------------------------------------
Receivables consist of:
<TABLE>
<CAPTION>
MARCH 31,
1996 1995
=========================================
(In thousands)
Long term contracts:
<S> <C> <C>
Amounts billed $ 8,588 $ 4,257
Unbilled costs and estimated earnings 6,509 4,949
Retainage and holdbacks 688 801
------------ --------------
Total long-term contract receivables 15,785 10,007
Other Trade 41 482
------------ --------------
Total receivables 15,826 10,489
Less allowance for doubtful accounts (50) (47)
------------ --------------
Receivables, net $ 15,776 $ 10,442
============ ==============
</TABLE>
Unbilled contract receivables are comprised primarily of amounts of revenue
recognized on contracts for which billings have not been presented under the
terms of the contracts at the balance sheet dates. It is anticipated that such
unbilled amounts at March 31, 1996, will be received upon presentment of
billings or completion of contracts. Substantially all unbilled amounts are
expected to be collected within one year. On March 31, 1996, $12.6 million of
receivables were from U.S.
-23-
<PAGE> 24
customers and $3.2 million were from international customers. On March 31, 1995,
substantially all receivables were due from U.S. customers.
(3) INVENTORIES
- --------------------------------------------------------------------------------
Inventories consist of the following:
<TABLE>
<CAPTION>
MARCH 31,
1996 1995
=========================================
(In thousands)
<S> <C> <C>
Finished goods $ 116 $ 160
Work-in-progress 86 310
Parts stock 1,380 1,233
------------ --------------
Total inventories $ 1,582 $ 1,703
============ ==============
</TABLE>
(4) EQUIPMENT AND LEASEHOLD IMPROVEMENTS
- --------------------------------------------------------------------------------
A summary of equipment and leasehold improvements follows:
<TABLE>
<CAPTION>
MARCH 31,
1996 1995
========================================
(In thousands)
<S> <C> <C>
Cost:
Machinery and equipment $ 7,328 $ 8,993
Furniture and fixtures 852 3,571
Leasehold improvements 1,140 970
------------ -------------
9,320 13,534
Less accumulated depreciation 6,829 10,442
------------ -------------
Net equipment and leasehold improvements $ 2,491 $ 3,092
============ =============
</TABLE>
(5) OTHER ASSETS
- --------------------------------------------------------------------------------
A summary of other assets follows:
<TABLE>
<CAPTION>
MARCH 31,
1996 1995
========================================
(In thousands)
<S> <C> <C>
Intangible assets arising from business
acquisition (note 11), net of accumulated
amortization of $29,000 at March 31, 1996 $ 4,604 $ ----
Intangible and other assets invested in the
business of ARIA (note 12) --- 4,684
Other 128 273
------------ -------------
Total other assets $ 4,732 $ 4,957
============ =============
</TABLE>
-24-
<PAGE> 25
In May 1995, the Company contributed net assets with a book value of
approximately $7 million to ARIA in connection with its recapitalization. As a
result of ARIA's continuing losses, and the Company's intense review of its
strategic alternatives with respect to ARIA, the Company fully wrote-down its
investment in ARIA during fiscal 1996 (note 12).
(6) LONG-TERM DEBT
- --------------------------------------------------------------------------------
A summary of long-term debt follows:
<TABLE>
<CAPTION>
MARCH 31,
1996 1995
========================================
(In thousands)
<S> <C> <C>
Revolving credit note payable to bank (a) $ 3,500 $ 2,100
Term note payable to bank (b) 5,000 ----
Other 177 331
------------ -------------
Total long-term debt 8,677 2,431
Less current installments 1,051 187
------------ -------------
Long-term debt, excluding current installments $ 7,626 $ 2,244
============ =============
</TABLE>
The Company, as a result of the acquisition of Advanced Systems Development,
Inc. (ASDI) (note 11), established a new credit facility with its lender which
consists of a maximum borrowing line of $10,000,000 under a revolving credit
agreement and a five year term loan of $5,000,000, both secured by substantially
all of the Company's assets.
(a) The revolving credit agreement provides for interest at the prime rate
plus 1/4% or 2.50% above LIBOR (at the Company's option) and a fee of
1/4% of any unused portion of the line. Borrowings under this agreement
mature March 31, 1998, at which time the Company has the option to
convert the borrowings into a four year term loan, with principal and
interest payable monthly at prime plus 1/2%.
(b) The five year term loan provides for interest at 8.5%, with principal and
interest payable monthly and matures on March 31, 2001.
Both agreements, among other things, stipulate that the Company maintain minimum
levels of working capital and tangible net worth, not exceed certain prescribed
levels of capital expenditures and prohibits the payment of cash dividends.
Total interest expense was $260,000, $138,000 and $266,000 in 1996, 1995 and
1994, respectively.
Assuming conversion of the revolving credit note to term debt, the maturities of
long-term debt at March 31, 1996 are: $1,051,000 in 1997, $1,126,000 in 1998,
$1,929,000 in 1999, $1,892,0000 in 2000, $1,875,000 in 2001, and $804,000
thereafter.
(7) SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------
Pursuant to the Company's Equity Incentive Plan, options to purchase shares have
been granted to certain key employees. The Company may award up to 948,000
shares in the form of stock options, restricted stock, performance shares and
other equity awards under this plan. Through March 31, 1996, stock options and
equity awards related to incentive compensation have been issued pursuant to
this plan.
-25-
<PAGE> 26
All options are exercisable at a price not below market at date of grant, have a
term of ten years and become exercisable in either equal quarterly or equal
annual increments over a period of one to five years. During 1996, options to
purchase 58,726 shares became exercisable. Options for 188,680 shares were
exercisable at March 31, 1996.
The following is a summary of stock option activity:
<TABLE>
<CAPTION>
MARCH 31,
1996 1995 1994
==================================================
<S> <C> <C> <C>
Outstanding, beginning of year 342,590 382,040 328,600
Granted 183,474 51,000 133,340
Cancelled (57,000) (34,100) (35,300)
Exercised (at an average price of $7.61, $4.58, $4.30 per share
in 1996, 1995 and 1994, respectively) (36,405) (56,350) (44,600)
------------ ------------ ------------
Outstanding, end of year (at prices ranging from $3.25
to $17.75 per share at March 31, 1996) 432,659 342,590 382,040
============ ============ ============
Reserved for grant, end of year 194,266 27,408 45,360
============ ============ ============
</TABLE>
During fiscal 1996, the Company issued equity awards of 6,668 shares, and 1,052
shares in fiscal 1995 (note 8).
The Company also has a stock option plan, established in 1995, for non-employee
members of the Board of Directors. The Company may award up to 100,000 shares in
the form of non-qualified stock options. All options are exercisable at a price
not below market at date of grant, have a term of ten years, and become
exercisable one year after date of grant. During fiscal 1996, options to
purchase 4,000 shares became exercisable; no options were exercised; 48,000
shares were outstanding (at prices ranging from $13.00 to 17.63); and 52,000
were reserved for grant.
Under the Employee Stock Purchase Plan, each employee of the Company, whose
customary employment is more than 20 hours per week, is eligible to purchase the
Company's stock at a 15% discount. In fiscal 1996, 36,695 shares were purchased
by employees from the Company's treasury shares, under this plan, at prices
ranging from $4.36 to $14.77 per share. In fiscal 1995, 19,040 shares were
purchased from the Company's treasury shares at prices ranging from $11.48 to
$12.54 per share. In fiscal 1994, 15,737 shares were purchased from the
Company's treasury shares at prices ranging from $14.03 to $19.37 per share.
(8) EMPLOYEE BENEFIT PLANS
- --------------------------------------------------------------------------------
401(k) PLAN
All full-time regular employees are eligible for participation in the Company's
401(k) Plan on their date of hire. All other employees become eligible upon
meeting certain requirements. Eligible employees may make voluntary
contributions to the Plan in the form of 1% to 18% salary reductions. The first
4% of a participant's contribution is matched by the Company at the rate of 30%.
In addition, the Company contributes 1% of each eligible participant's annual
compensation. Plan expense was $514,000, $473,000, and $502,000, in 1996, 1995
and 1994, respectively.
-26-
<PAGE> 27
INCENTIVE COMPENSATION
Officers and certain key employees of the Company participate in a plan which
provides for additional compensation primarily based on the Company attaining
certain predetermined goals, including, reduction in debt levels, operating
earnings and/or contract awards. Total expense under this plan was $780,000 in
1996, $889,000 in 1995, and $189,000 in 1994.
For individuals with incentive compensation levels over $4,000 in 1996 and 1995,
at least twenty-five percent (25%) of their total award was paid in the form of
Company stock (note 7).
(9) INCOME TAXES
- --------------------------------------------------------------------------------
The composition of income taxes (benefit) reflected in operations is as follows:
<TABLE>
<CAPTION>
MARCH 31,
1996 1995 1994
=================================================
(In thousands)
<S> <C> <C> <C>
Current State $ 102 $ 179 $ 277
---------- --------- ---------
Deferred:
Federal 172 (254) (2,599)
State 11 (8) (350)
---------- --------- ---------
Total deferred 183 (262) (2,949)
---------- --------- ---------
Total income taxes (benefit) $ 285 $ (83) $ (2,672)
========== ========= =========
</TABLE>
Total income taxes differ from the amount computed by applying the Federal
statutory rate (34%) to earnings (loss) before income taxes and loss associated
with ARIA as follows:
<TABLE>
<CAPTION>
MARCH 31,
1996 1995 1994
=================================================
(In thousands)
<S> <C> <C> <C>
Income taxes (benefit) at the Federal
statutory rate $ 242 $ 6 $ (2,516)
State tax effect 75 116 (48)
General business and other credits (29) (225) (63)
Other (3) 20 (45)
---------- --------- ---------
Total income taxes (benefit) $ 285 $ (83) $ (2,672)
========== ========= =========
</TABLE>
The loss associated with ARIA is not currently deductible for tax purposes. The
resulting deferred tax benefit has been offset with an increase in the valuation
allowance as a result of the limitations on the use of this deduction. This
treatment is not reflected in the above table.
-27-
<PAGE> 28
The tax effects of temporary differences between the financial statement
carrying amounts and tax basis of assets and liabilities that give rise to
significant portions of the deferred tax assets and liabilities as of March 31,
1996 and 1995, are as follows:
<TABLE>
<CAPTION>
MARCH 31,
1996 1995
=========================================
(In thousands)
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards $ 1,441 $ 1,284
General business credits 614 585
Alternative minimum tax credits 220 220
Accrued expenses not currently deductible 505 613
Loss on investment not currently deductible 3,160 309
Other, net 249 450
------------ --------------
Total gross deferred tax assets 6,189 3,461
Valuation allowance (3,830) (621)
------------ --------------
Net deferred tax assets $ 2,359 $ 2,840
------------ --------------
Deferred tax liabilities:
Receivables on engineering contracts $ 1,867 $ 1,678
Depreciation of equipment and leasehold
improvements 116 358
Research and development expenses ---- 597
------------ --------------
Total deferred tax liability $ 1,983 $ 2,633
------------ --------------
Net deferred tax asset $ 376 $ 207
============ ==============
</TABLE>
During fiscal 1996, $340,000 in deferred tax liabilities were transferred to
ARIA in connection with the combination of the Company's commercial
telecommunications business and ARIA (note 12). Of the remaining change in net
deferred tax assets, $183,000 was charged to operations and $12,000 was credited
directly to shareholders' equity as a result of the tax benefit of disqualifying
option exercises.
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will be realized. Management primarily considers the effect of taxable
temporary differences and projected future earnings in making this assessment.
At March 31, 1996, the Company's net operating loss carryforward ($3,189,000 of
Federal and $827,000 of state) expires from 2009 to 2010. The general business
credits of $614,000 expire from 2004 to 2012. The Company also has $220,000 of
alternative minimum tax credit carryforwards available with no expiration date.
(10) LEASE COMMITMENTS
- --------------------------------------------------------------------------------
The Company conducts its operations from leased facilities and uses certain
equipment primarily under operating lease arrangements. All leases expire prior
to the year 2002. Real estate taxes, insurance and maintenance expenses are
obligations of the Company. It is expected that in the normal course of
business, leases that expire will be renewed or replaced. Total rental expense
was $1,439,000 in 1996, $1,594,000 in 1995, and $1,816,000 in 1994.
-28-
<PAGE> 29
The following is a schedule by years of future minimum rental payments required
under leases that have initial or remaining noncancelable lease terms in excess
of one year, net of any subleases:
<TABLE>
<CAPTION>
YEAR ENDING MARCH 31 AMOUNT
-------------------- ------
(In thousands)
<S> <C> <C>
1997 $ 1,506
1998 1,274
1999 955
2000 648
2001 and thereafter 575
-------------------
Total minimum payments required $ 4,958
===================
</TABLE>
(11) ACQUISITION
- --------------------------------------------------------------------------------
Effective March 1, 1996, the Company acquired all of the outstanding stock of
ASDI, a privately-held developer of simulation, training and software validation
systems for electronic warfare which were sold into both domestic and
international markets. The purchase price consisted of $369,843 in cash,
forgiveness of a note of $22,019 and 623,892 shares of the Company's common
stock. If the average market value of the Company's common stock falls below
$5.08 for the thirty day period prior to March 7, 1997, the Company will be
required to pay such shortfall on 623,892 shares, to the former stockholders of
ASDI in either cash or stock.
The acquisition was accounted for as a purchase and the excess of purchase price
over the estimated fair value of net assets acquired was approximately
$4,574,000 and is being amortized on a straight-line basis over 20 years (note
5). Because information required to determine the estimated fair value of all of
the net assets is incomplete at this time, management's estimates may differ
from the final allocation. The consolidated financial statements include the
operations of ASDI from March 1, 1996.
The following unaudited pro forma results of operations for the years ended
March 31, 1996 and 1995 assumes the ASDI acquisition occurred as of the
beginning of each of the periods:
<TABLE>
<CAPTION>
MARCH 31,
1996 1995
=========================================
(In thousands, except per share data)
<S> <C> <C>
Net sales $ 69,210 $ 69,871
Net loss (8,024) (758)
Net loss per share $ (1.65) $ (0.17)
============ ==============
</TABLE>
The unaudited pro forma financial information is not necessarily indicative of
what the results of operations would have been had the acquisition been
completed as of those dates or of the future combined results of operations.
(12) INVESTMENT IN EQUITY AFFILIATE
- --------------------------------------------------------------------------------
Effective May 31, 1995, the shareholders of ARIA, including the Company,
completed a transaction to reorganize and capitalize a new entity, which
continued to use the ARIA Wireless Systems, Inc. name. The Company contributed
approximately $7 million of net assets to ARIA in connection with this
transaction.
-29-
<PAGE> 30
During the third quarter of fiscal 1996, the Company, after considering ARIA's
continuing losses and financial condition, and after reviewing the Company's
related strategic alternatives, charged the full amount of its investment in
ARIA, together with any amounts then due from ARIA, to earnings. The amount of
this charge, including additional fourth quarter adjustments, was $6,520,000 and
has been included in the loss associated with ARIA on the 1996 Consolidated
Statements of Operations. In addition, on April 30, 1996, ARIA filed a voluntary
petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Western District of New York. The Company, through certain of its
subsidiaries, is a principal shareholder and a creditor of ARIA. The Company
intends to submit a proof of claim for all sums of money due the Company from
ARIA and to closely monitor the bankruptcy proceedings. The ultimate outcome of
these proceedings is not expected to have a material effect on the Company's
financial position.
(13) LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
In October 1994, IVD Corporation ("IVD"), a Texas corporation, and Aicesa S.A.
de C.V. ("Aicesa"), a Mexico corporation, initiated an arbitration proceeding in
the International Chamber of Commerce relating to a purported breach of
distributorship agreement by ARIA Wireless Systems, Inc. ("ARIA"). The petition
named Comptek Telecommunications, Inc. ("CTI") as a respondent in addition to
ARIA, alleging ARIA was CTI's alter ego or agent. In November 1994, CTI filed a
petition in the United Stated District Court, Western District of New York,
seeking to permanently stay the arbitration against CTI asserting that CTI was
not a signatory to the contract in dispute, nor was ARIA its alter ego or agent.
By letter dated October 3, 1995, IVD and Aicesa notified the International
Chamber of Commerce that is was dismissing CTI from the arbitration without
prejudice, but would continue to proceed against ARIA. On December 29, 1995, the
District Court on motion of IVD and Aicesa dismissed CTI's petition for
injunctive protection as moot and denied CTI's request for a protective order
limiting the use of information obtained by IVD and Aicesa in the course of
discovery related to the petition.
On July 13, 1995, IVD Corporation ("IVD"), a Texas corporation, and Aicesa S.A.
de C.V. ("Aicesa"), a Mexico corporation, commenced an action in New York
Supreme Court in Erie County, New York, against the Company's subsidiary Comptek
Telecommunications, Inc. ("CTI"), ARIA Wireless Systems, Inc. ("ARIA"), and
Daniel Dominguez. IVD and Aicesa allege that CTI and the other named defendants
have defamed the plaintiffs and thereby injured plaintiffs' business reputation
and professional and other economic interests. On April 8, 1996, this action was
dismissed with prejudice.
The Company reached a settlement with M~Wave, Inc., and its wholly-owned
subsidiary, Poly Circuits, Inc., effective September 29, 1995. The lawsuit was
initiated by the Company in May 1994 against M~Wave and Poly Circuits seeking
compensation for monetary damages incurred as a result of defective printed
circuit boards manufactured for the Company and installed in the Company's
wireless data transmission devices. The settlement received by the Company
included $300,000 in cash and 20,000 shares of M~Wave stock. Additionally, the
Company obtained the right to receive $300,000 in product at no cost to the
Company. The value of this product will be recorded by the Company if and when
the Company exercises this right. The settlement income is included in the 1996
special credit.
The Company is involved in various other legal proceedings and claims which have
arisen in the ordinary course of business that have not been finally
adjudicated. These actions when ultimately concluded and determined will not, in
the opinion of management, have a material adverse effect on the Company's
financial position.
(14) SPECIAL CHARGE
- --------------------------------------------------------------------------------
The 1994 special charge includes $1,467,000 for the anticipated loss on disposal
of a subsidiary. The disposal occurred in fiscal 1995 at a final loss which was
$331,000 less than that provided for in 1994. The 1994 special charge also
includes $1,877,000 for warranty cost associated with faulty vendor-supplied
printed circuit boards and $1,089,000 for the discontinuation of its microwave
services business. The warranty matter resulted in a claim against the vendor
which was resolved in 1996 (note 13).
-30-
<PAGE> 31
(15) SEGMENT INFORMATION
- --------------------------------------------------------------------------------
The Company contributed substantially all of the operating assets of its
Commercial Systems and Service Segment to ARIA on May 31, 1995 (note 12).
Accordingly, during fiscal 1996, the Company operated principally in one
industry segment, Defense Electronics Systems and Services.
Prior to fiscal 1996, the Company reported information for two principal
industry segments: (1) Defense Electronics Systems and Services, and (2)
Commercial Systems and Services. The Defense Electronics Systems and Service
Segment provides electronic warfare and battle management systems to the U.S.
Department of Defense and allied military services. This Segment held contracts
with the U.S. Navy, Naval Air Systems Command for Electronic Combat Missions
Systems (ECMS) which contributed 33% of sales in 1996, 38% in 1995 and 36% in
1994. The Defense Segment also held contracts with the U.S. Navy, Naval Sea
Systems Command (NAVSEA) which accounted for 15% of sales in 1996, 13% in 1995
and in 1994. No other single customer accounted for more than 10% of sales
during such periods. The Commercial Systems and Service Segment provided
wireless data communications products and services to the financial industry and
other commercial customers throughout the world.
-31-
<PAGE> 32
Corporate, general and administrative costs were allocated to each segment on a
pro rata basis.
<TABLE>
<CAPTION>
MARCH 31,
1995 1994
======================================
(In thousands)
NET SALES
Defense Electronics Systems and Services
<S> <C> <C>
Total sales $ 56,021 $ 55,642
Intersegment sales ---- (140)
----------------- ----------------
56,021 55,502
----------------- ----------------
Commercial Systems and Services
Total sales 1,814 8,650
Intersegment sales ---- (1,079)
----------------- ----------------
1,814 7,571
----------------- ----------------
$ 57,835 $ 63,073
================= ================
EARNINGS (LOSS) BEFORE INCOME TAXES AND LOSS ASSOCIATED WITH ARIA
================= ================
Defense Electronics Systems and Services $ 2,596 $ 1,496
----------------- ----------------
Commercial Systems and Services
Loss before special charge, interest
and income tax (2,884) (4,197)
Special credit (charge) 331 (4,433)
----------------- ----------------
Segment loss (2,553) (8,630)
----------------- ----------------
Other expense 73 266
----------------- ----------------
$ (30) $ (7,400)
================= ================
IDENTIFIABLE ASSETS AT YEAR END
Defense Electronics Systems and Services $ 13,056 $ 11,334
Commercial Systems and Services 7,394 8,925
Corporate 691 2,785
----------------- ----------------
$ 21,141 $ 23,044
================= ================
CAPITAL EXPENDITURES
Defense Electronics Systems and Services $ 834 $ 420
Commercial Systems and Services 488 379
----------------- ----------------
$ 1,322 $ 799
================= ================
DEPRECIATION AND AMORTIZATION
Defense Electronics Systems and Services $ 693 $ 720
Commercial Systems and Services 588 825
----------------- ----------------
$ 1,281 $ 1,545
================= ================
</TABLE>
-32-
<PAGE> 33
(16) SUPPLEMENTARY CASH FLOW INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARCH 31,
1996 1995 1994
==================================================
(In thousands)
<S> <C> <C> <C>
Interest paid $ 225 $ 155 $ 225
Income tax paid 119 188 151
NONCASH INVESTING AND FINANCING ACTIVITIES:
Tax benefit related to stock options 12 188 120
Net liabilities acquired 57 ---- ----
Issuance of common stock for acquisition 4,211 ---- ----
Contribution of net assets of a subsidiary to ARIA
Wireless Systems, Inc. 6,994 ---- ----
Return, to operations, of certain assets originally held
for sale ---- 1,750 ----
Note received upon sale of subsidiary, net of
collections ---- 600 ----
</TABLE>
(17) QUARTERLY FINANCIAL DATA (UNAUDITED)
- -------------------------------------------------------------------------------
The following is a summary of quarterly financial data for the fiscal years
ended March 31, 1996 and 1995:
<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH(3) TOTAL
QUARTER QUARTER QUARTER QUARTER YEAR
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
FISCAL 1996
Net sales $12,055 $13,228 $14,155 $15,730 $55,168
Costs and expenses 12,319 12,479 13,855 15,802(2) 54,455
Income (loss) before income taxes and loss
associated with ARIA Wireless
Systems, Inc. (264) 749 300 (72) 713
Net loss (242) (579) (7,323)(1) (408) (8,552)
Net loss per share (0.05) (0.13) (1.63) (0.09) (1.90)
FISCAL 1995
Net sales $14,138 $15,673 $13,667 $14,357 $57,835
Costs and expenses 14,326 15,368 13,533 14,638 57,865
Income (loss) before income taxes and loss
associated with ARIA Wireless (188) 305 134 (281) (30)
Systems, Inc.
Net loss (110) (104) (104) (662) (980)
Net loss per share (0.03) (0.02) (0.02) (0.15) (0.22)
<FN>
(1) Includes $6.5 million representing the complete write-down of the
Company's investment in ARIA (note 12).
(2) Includes $380,000 for executive management's reorganization costs.
(3) 1996 fourth quarter includes the results of ASDI from March 1, 1996
(note 11).
</TABLE>
-33-
<PAGE> 34
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders of Comptek Research, Inc.:
We have audited the accompanying consolidated balance sheets of Comptek
Research, Inc. and subsidiaries as of March 31, 1996 and 1995, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended March 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Comptek
Research, Inc. and subsidiaries at March 31, 1996 and 1995, and the results of
their operations and their cash flows for each of the years in the three-year
period ended March 31, 1996, in conformity with generally accepted accounting
principles.
/S/ KPMG Peat Marwick LLP
Buffalo, New York
May 14, 1996
-34-
<PAGE> 35
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
This Item is not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information under the caption "ELECTION OF DIRECTORS" in the
Company's 1996 Definitive Proxy Statement is incorporated herein by reference.
Also see Part I of this Report, under the caption "Officers of the Registrant"
for additional information relating to the Company's executive officers.
ITEM 11. EXECUTIVE COMPENSATION
The information under the caption "COMPENSATION AND RELATED MATTERS"
in the Company's 1996 Definitive Proxy Statement is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the caption "PRINCIPAL SHAREHOLDERS" in the
Company's 1996 Definitive Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the sub-caption "CERTAIN TRANSACTIONS" in the
Company's 1996 Definitive Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
Included in Part II, Item 8, of this report:
Consolidated Statements of Operations for the years ended March 31,
1996, 1995, and 1994
Consolidated Balance Sheets as of March 31, 1996 and 1995
Consolidated Statements of Changes in Shareholders' Equity for the
years ended March 31, 1996, 1995, and 1994
Consolidated Statements of Cash Flows for the years ended March 31,
1996, 1995, and 1994
Notes to Consolidated Financial Statements
Independent Auditors' Report
-35-
<PAGE> 36
(2) The following financial statement schedule and independent
auditors' report thereon should be read in conjunction with
the financial statements incorporated by reference in Item
8 in this Form 10-K:
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Independent Auditors' Report on Schedule ...................................... 38
II - Valuation and Qualifying Accounts ........................................ 39
</TABLE>
Schedules other than that listed above are omitted since
they are inapplicable or not required under the
instructions.
(3) Exhibits:
See Exhibit Index filed herewith on pages 40 through 42 of
this Report.
(b) Reports on Form 8-K:
Form 8-K reporting date was March 22, 1996
Items Reported -
Item 2. Acquisition or Disposition of assets
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
-36-
<PAGE> 37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
COMPTEK RESEARCH, INC.
DATE: June 21, 1996 BY:/s/ John J. Sciuto
----------------- ------------------------------------------------------
John J. Sciuto, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
the report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ----------------------------- --------------------------- -------------
<S> <C> <C>
President and June 21, 1996
/s/John J. Sciuto Chief Executive Officer
- ------------------------------------
John J. Sciuto
Treasurer and Controller June 21, 1996
/s/ Laura L. Benedetti (Principal Accounting and
- ----------------------------------- Financial Officer)
Laura L. Benedetti
/s/ John R. Cummings Chairman of the Board June 21, 1996
- ------------------------------------
John R. Cummings
/s/ Joseph A. Alutto Director June 21, 1996
- ------------------------------------
Joseph A. Alutto
/s/ G. Wayne Hawk Director June 21, 1996
- ------------------------------------
G. Wayne Hawk
/s/ Patrick J. Martin Director June 21, 1996
- ------------------------------------------
Patrick J. Martin
/s/ James D. Morgan Director June 21, 1996
- ------------------------------------------
James D. Morgan
/s/ Henry P. Semmelhack Director June 21, 1996
- ------------------------------------------
Henry P. Semmelhack
</TABLE>
-37-
<PAGE> 38
Independent Auditors' Report on Financial Statement Schedules
-------------------------------------------------------------
The Board of Directors
Comptek Research, Inc.:
Under date of May 14, 1996, we reported on consolidated balance sheets of
Comptek Research, Inc., and subsidiaries as of March 31, 1996 and 1995, and the
related consolidated statements of earnings, shareholders' equity and cash flows
for each of the years in the three-year period ended March 31, 1996. In
connection with our audits of the aforementioned consolidated financial
statements, we also have audited the related financial statement schedule as
listed in item 14(a)(2) of this annual report on Form 10-K. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement schedule
based on our audit.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
/S/ KPMG Peat Marwick, LLP
Buffalo, New York
May 14, 1996
-38-
<PAGE> 39
SCHEDULE II
COMPTEK RESEARCH, INC., AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
YEARS ENDED MARCH 31, 1996, 1995, AND 1994
<TABLE>
<CAPTION>
BALANCE AT AMOUNT CHARGE-OFFS, BALANCE
BEGINNING CHARGED TO DISPOSALS AND AT END
DESCRIPTION OF PERIOD EXPENSE TRANSFER OF PERIOD
----------- --------- ------- -------- ---------
Allowance for Doubtful
Accounts
<S> <C> <C> <C> <C>
Year ended $ 8 $67 $ 2 $73
March 31, 1994
Year ended $73 $-- $26 $47
March 31, 1995
Year ended $47 $-- $ 3 $50
March 31, 1996
Inventory Valuation
Year ended $-- $51 $-- $51
March 31, 1994
Year ended $51 $51 $26 $76
March 31, 1995
Year ended $76 $-- $76 $ 0
March 31, 1996
</TABLE>
-39-
<PAGE> 40
INDEX TO EXHIBITS
----------
<TABLE>
<CAPTION>
EXHIBIT PAGE NO.
NO. DESCRIPTION OF EXHIBIT OR LOCATION
- ------- ---------------------------------------------------------------------- ------------
<S> <C> <C>
2.1 Acquisition of Advanced Systems Development, Inc. (k)
3.1 Restated Certificate of Incorporation of Registrant, as amended. 44
3.2 Restated By-laws of Registrant, as amended. (a)
10.1 Registrant's Equity Incentive Plan, as amended. (i)
10.2 1994 Stock Option Plan for Non-Employee Directors. (c)
10.3 Form of Employment Agreement between Registrant and (b)
J. R. Cummings, C. A. Head, J. J. Sciuto, J. D. Morgan and T. K. Bosworth.
10.3a Employment Agreement between Registrant's subsidiary
and Frank J. Perpiglia. (b)
10.3b* Extension of Employment Agreement, dated March 31, 1995, between
Registrant's subsidiary and Frank J. Perpiglia. 68
10.3c* Termination of Employment Agreement, dated April 30, 1995,
between Registrant's subsidiary and Frank J. Perpiglia. 70
10.3d Employment Agreement, as amended, between Registrant's
subsidiary and T. K. Bosworth. (g)
10.3e* Employment Agreement, as amended, between Registrant and
J. R. Cummings. 75
10.4 Form of Deferred Compensation Agreement with director V. A. Rice. (a)
10.5* Loan Agreement, dated March 7, 1996, between Registrant's
subsidiary and Manufacturers and Traders Trust Company. 79
10.5a* Debt Covenant Modification, dated May 14, 1996, between
Registrant's subsidiary and Manufacturers and Traders Trust Company. 189
10.6 Asset Purchase Agreement by and between Elgin E2, (f)
Comptek Research, Inc., and Industrial Systems Service, Inc.
dated as of August 11, 1994.
10.7 Prime Contract No. N00123-94-D-0033 for the U. S. Navy. (c)
10.7a Amendments P00001 through P00003, inclusive, to (d)
Contract No. N00123-94-D-0033.
10.7b Amendment P00004 to Contract No. N00123-94-D-0033. (e)
</TABLE>
-40-
<PAGE> 41
INDEX TO EXHIBITS
----------
<TABLE>
<CAPTION>
EXHIBIT PAGE NO.
NO. DESCRIPTION OF EXHIBIT OR LOCATION
- ------- ---------------------------------------------------------------------- ------------
<S> <C> <C>
10.7c Amendment P00005 to Contract No. N00123-94-D-0033. (h)
10.7d Amendments P0006 through P0007, inclusive, to Contract
No. N00123-94-D-0033. (i)
10.8 Prime Contract No. N00024-90-C-5208 for the U. S. Navy. (g)
10.8a Amendments P00108 through P00111, inclusive, to Contract
No. N00024-90-C-5208. (g)
10.8b Amendments P00112 to P00124, inclusive, to Contract
No. N00024-90-C-5208. (h)
10.8c Amendments P00125 through P00136, inclusive, to Contract
No. N00024-90-C-5208. (i)
10.8d Amendment P00137 to Contract No. N00024-90-C-5208. (j)
10.8e* Amendments P00138 through P00147, inclusive, to Contract No.
N00024-90-C-5208. 195
21* List of Subsidiaries. 274
23* Consent of Independent Auditors. 276
23.a Consent of Independent Auditors of Advanced Systems Development, Inc. (l)
27* Financial Data Schedule 278
- --------------------
<FN>
* Each exhibit marked with an asterisk is a previously unfiled document under
Category 19 of Regulation S-K, Item 601.
(a) Designates Exhibit annexed to the Company's Form 10-K for the year ended
March 31, 1993.
(b) Designates Exhibit annexed to the Company's Form 10-K for the year ended
March 31, 1994.
(c) Designates Exhibit annexed to the Company's Form 10-Q for the quarter ended
July 1, 1994.
(d) Designates Exhibit annexed to the Company's Form 10-Q for the quarter ended
September 30, 1994.
(e) Designates Exhibit annexed to the Company's Form 10-Q for the quarter ended
December 30, 1994.
(f) Designates Exhibit annexed to the Company's Form 8-K dated November 2,
1994.
(g) Designates Exhibit annexed to the Company's Form 10-K for the year ended
March 31, 1995.
</TABLE>
-41-
<PAGE> 42
(h) Designates Exhibit annexed to the Company's Form 10-Q for the quarter ended
June 30, 1995.
(i) Designates Exhibit annexed to the Company's Form 10-Q for the quarter ended
September 29, 1995.
(j) Designates Exhibit annexed to the Company's Form 10-Q for the quarter ended
December 29, 1995.
(k) Designates Exhibit annexed to the Company's Form 8-K dated March 22, 1996
and Form 8-K/A dated May 14, 1996.
(l) Incorporated by reference in the Company's Form 8-K/A dated May 14, 1996.
The following exhibits constitute management contracts or compensation plans
under Category 10(iii)(H) of Regulation S-K:
10.1 Registrant's Equity Incentive Plan, as amended.
10.2 1994 Stock Option Plan for Non-Employee Directors.
10.3 Form of Employment Agreement between Registrant and J. R. Cummings, C. A.
Head, J. J. Sciuto, J. D. Morgan, T. K. Bosworth.
10.3a Employment Agreement between Registrant's subsidiary and F. J. Perpiglia.
10.3b* Extension of Employment, dated March 31, 1995, between Registrant's
subsidiary and Frank J. Perpiglia.
10.3c* Termination of Employment Agreement, dated April 30, 1995, between
Registrant's subsidiary and Frank J. Perpiglia.
10.3d Employment Agreement, as amended, between Registrant's subsidiary and T.
K. Bosworth.
10.3e* Employment Agreement, as amended, between Registrant and J. R. Cummings.
10.4 Form of Deferred Compensation Agreement with director V. A. Rice.
-42-
<PAGE> 1
EXHIBIT 3.1
Restated Certificate of Incorporation of Registrant, as amended.
<PAGE> 2
RESTATED CERTIFICATE OF INCORPORATION
OF
COMPTEK RESEARCH, INC.
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
* * *
WE, THE UNDERSIGNED, William K. LaSala and Christopher A.
Head, being respectively the President and the Secretary of
Comptek Research, Inc. (the "Corporation"), hereby certify:
1. The name of the Corporation is Comptek Research, Inc.
2. The Certificate of Incorporation was filed by the
Department of State on November 14, 1968, amended on August 11,
1969 and changed on July 7, 1981.
3. The Certificate of Incorporation, as heretofore amended and changed,
is hereby amended or changed, as authorized by the Business Corporation Law, to
accomplish, among other things, the following:
(a) To clarify the purposes for which the Corporation
is formed, as set forth in Paragraph SECOND of the Restated
Certificate of Incorporation.
<PAGE> 3
(b) To change the 10,000,000 shares of Common Stock, par value
$.01 per share, which the Corporation is authorized to issue to an equal number
of shares of Common Stock, par value $.02 per share, as set forth in Paragraph
FOURTH of the Restated Certificate of Incorporation.
(c) To effect a one-for-two reverse split by changing the
3,288,000 shares of Common Stock, par value $.01 per share, issued by the
Corporation to 1,644,000 shares of Common Stock, par value $.02 per share.
(d) To deny pre-emptive rights to holders of any of the shares
of any class of the Corporation, as set forth in Paragraph SIXTH of the Restated
Certificate of Incorporation.
(e) As set forth in Paragraph SEVENTH of the Restated
Certificate of Incorporation, to clarify that, except as specifically provided
in the Restated Certificate of Incorporation, no provision thereof is intended
to limit, prohibit, deny or abrogate any of the powers or rights conferred upon
the Corporation under the Business Corporation Law, including the power of
the Corporation to indemnify directors and officers.
Articles (1) through (5) are hereby deleted from the Certificate of
Incorporation and in lieu of said Articles the
-2-
<PAGE> 4
following new Articles are substituted, so that the text of the Certificate of
Incorporation as restated reads in full as follows:
FIRST: The name of the corporation is Comptek Research, Inc.
SECOND: The corporation is formed for the following
purpose or purposes:
To perform analyses and develop products that require the
application of modern electronic engineering principles to computer
technology; to perform analyses of computer data systems, plan tests,
prepare computer programs, design computer systems and manufacture
components.
To perform studies in the area of automatic data systems for
governmental agencies, and their subcontractors; to prepare computer
programs for commercial firms and sell them; to prepare computer
programs on contract for governmental agencies; to conceive, write and
sell higher-level computer programs for the utilization of existing
computers for purposes beyond those planned in the original
design; to plan computer systems for data handling and systems control,
and manufacture components thereof. The corporation will not engage in
the practice of engineering.
To carry on a general mercantile, industrial, investing, and
trading business in all its branches; to devise, invent, manufacture,
fabricate, assemble, install, service, maintain, alter, buy, sell,
import, export, license as licensor or licensee, lease as lessor or
lessee, distribute, job, enter into, negotiate, execute, acquire, and
assign contracts in respect of, acquire, receive, grant, and assign
licensing arrangements, options, franchises, and other rights in
respect of, and generally deal in and with, at wholesale and retail, as
-3-
<PAGE> 5
principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor,
and in any other lawful capacity, goods, wares, merchandise,
commodities, and unimproved, improved, finished, processed, and other
real, personal, and mixed property of any and all kinds, together with
the components, resultants, and by-products thereof; to acquire by
purchase or otherwise own, hold, lease, mortgage, sell, or otherwise
dispose of, erect, construct, make, alter, enlarge, improve, and to aid
or subscribe toward the construction, acquisition or improvement of any
factories, shops, storehouses, buildings, and commercial and retail
establishments of every character, including all equipment, fixtures,
machinery, implements and supplies necessary, or incidental to, or
connected with, any of the purposes or business of the corporation; and
generally to perform any and all acts connected therewith or arising
therefrom or incidental thereto; and all acts proper or necessary for
the purpose of the business.
To engage generally in the real estate business as principal,
agent, broker, and in any lawful capacity, and generally to take,
lease, purchase, or otherwise acquire, and to own, use, hold, sell,
convey, exchange, lease, mortgage, work, clear, improve, develop,
divide, and otherwise handle, manage, operate, deal in and dispose of
real estate, real property, lands, multiple-dwelling structures,
houses, buildings and other works and any interest or right therein;
to take, lease, purchase or otherwise acquire, and to own, use, hold,
sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise
handle, and deal in and dispose of, as principal, agent, broker, and
in any lawful capacity, such personal property, chattels, chattels
real, rights, easements, privileges, choses in action, notes, bonds,
mortgages, and securities as may lawfully be acquired, held, or
disposed of; and to acquire, purchase, sell, assign, transfer, dispose
of, and generally deal in and with, as principal, agent, broker, and
in any lawful capacity, mortgages and other interests in real,
personal, and mixed properties; to carry on a general construction,
contracting, building, and realty management business as principal,
agent, representative, contractor, subcontractor, and in any other
lawful capacity.
-4-
<PAGE> 6
To apply for, register, obtain, purchase, lease, take licenses
in respect of or otherwise acquire, and to hold, own, use, operate,
develop, enjoy, turn to account, grant licenses and immunities in
respect of, manufacture under and to introduce, sell, assign, mortgage,
pledge or otherwise dispose of, and, in any manner deal with and
contract with reference to:
(a) inventions, devices, formulae, processes and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trademarks, trade
symbols and other indications of origin and ownership granted
by or recognized under the laws of the United States of
America or of any state or subdivision thereof, or of any
foreign country or subdivision thereof, and all rights
connected therewith or appertaining thereunto;
(c) franchises, licenses, grants, and concessions.
To have, in furtherance of the corporate purposes, all of the
powers conferred upon corporations organized under the Business
Corporation Law subject to any limitations thereof contained in this
certificate of incorporation or in the laws of the State of New York.
THIRD: The office of the corporation in the State of New York
is to be located in the City of Buffalo and County of Erie.
FOURTH: The total number of shares of stock which the
corporation is authorized to issue is 10,000,000, all of which shall be common
stock with a par value of $.02 per share.
FIFTH: The Secretary of State is designated as agent of the
corporation upon whom process against it may be served.
-5-
<PAGE> 7
The post office address to which the Secretary of State shall mail a copy of any
process against the corporation served upon him is:
Comptek Research, Inc.
One Technology Center
45 Oak Street
Buffalo, New York 14203
Attn.: President
SIXTH: No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the
corporation proposes to issue or any rights or options which the corporation
proposes to grant for the purchase of shares of any class of the corporation or
for the purchase of any shares, bonds, securities, or obligations of the
corporation which are convertible into or exchangeable for, or which carry any
rights, to subscribe for, purchase or otherwise acquire shares of any class of
the corporation; and any and all of such shares, bonds, securities or
obligations of the corporation, whether now or hereafter authorized or created,
may be issued, or may be reissued or transferred if the same have been
reacquired and have treasury status, and any and all of such rights and options
may be granted by the Board of Directors to such persons, firms, corporations
and
-6-
<PAGE> 8
associations, and for such lawful consideration, and on such terms, as the
Board of Directors in its discretion may determine, without first offering the
same, or any thereof, to any said holder. Without limiting the generality of the
foregoing stated denial of any and all pre-emptive rights, no holder of shares
of any class of the corporation shall have any pre-emptive rights in respect of
the matters, proceedings, or transactions specified in subparagraphs (1) to (6),
inclusive of paragraph (e) of Section 622 of the Business Corporation Law.
SEVENTH: Except as may otherwise be specifically provided in
this certificate of incorporation, no provision of this certificate of
incorporation is intended by the corporation to be construed as limiting,
prohibiting, denying, or abrogating any of the general or specific powers or
rights conferred under the Business Corporation Law upon the corporation, upon
its shareholders, bond-holders, and security holders, and upon its directors,
officers, and other corporate personnel, including, in particular, the power of
the corporation to furnish indemnification to directors and officers in the
capacities defined and prescribed by the Business Corporation Law and the
defined and prescribed rights of
-7-
<PAGE> 9
said persons to indemnification as the same are conferred by the Business
Corporation Law."
4. The foregoing amendments and Restated Certificate of
Incorporation were authorized by vote of the holders of a majority of all
outstanding shares of the Corporation's Common Stock entitled to vote thereon at
a meeting of shareholders held on May 17, 1983.
IN WITNESS WHEREOF, we have signed this document on the date
set forth below and do hereby affirm, under the penalties of perjury, that the
statements contained herein have been examined by us and are true.
Dated: May 17, 1983
/s/ William K LaSala
----------------------------
William K. LaSala, President
/s/ Christopher A. Head
----------------------------
Christopher A. Head, Secretary
-8-
<PAGE> 10
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
COMPTEK RESEARCH, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, William K. LaSala and Christopher A. Head, being
respectively the President and the Secretary of Comptek Research, Inc. (the
"Corporation"), hereby certify:
1. The name of the Corporation is Comptek Research, Inc.
2. The Certificate of Incorporation was filed by the Department of
State on November 14, 1968, amended on August 11, 1969, changed on July 7, 1981,
and restated on May 17, 1983.
3. The Certificate of Incorporation as heretofore restated is hereby
amended as follows:
A. Paragraph FOURTH of the Certificate of Incorporation is amended in
order to add 3,000,000 shares of preferred stock, par value $0.01 per share, to
the Corporation's capital stock, and such Paragraph shall now read in its
entirety as follows:
FOURTH: The total number of shares of stock which the Corporation is authorized
to issue is 13,000,000, of which 10,000,000 shares shall be designated Common
Shares, par value $.02 per share, and 3,000,000 shares shall be designated
Preferred Shares, par value $.01 per share. The relative rights, preferences and
limitations of the shares of each class are as follows:
-1-
<PAGE> 11
(A) The Preferred Shares authorized hereby may be issued (i)
in such series and with such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights, and with such qualifications, limitations or
restrictions thereon, as the Board of Directors shall fix by resolution, and
(ii) in such number of shares in each series as the Board of Directors, by
resolution or resolutions, shall fix; provided that the aggregate number of all
Preferred Shares issued does not exceed the number of Preferred Shares
authorized hereby.
(B) Holders of Common Shares shall be entitled to such
dividend, liquidation and voting rights and such other rights and privileges as
are provided by the Business Corporation Law, subject to the rights of holders
of Preferred Shares issued pursuant to the provisions of paragraph (A) above.
B. Paragraph FIFTH of the Certificate of Incorporation which sets forth
the post office address to which the Secretary of State shall mail a copy of any
process against the Corporation served upon him is hereby amended as follows:
FIFTH: The Secretary of State is designated as agent of the Corporation upon
whom process against it may be served. The Post Office address to which the
Secretary of State shall mail a copy of any process served or any process
against the Corporation served upon him is:
Comptek Research, Inc.
110 Broadway
Buffalo, NY 14203
Attn: The President
C. A new paragraph EIGHTH of the Certificate of Incorporation is hereby
added to read as follows:
EIGHTH: The business and affairs of the Corporation shall be managed by a Board
of Directors consisting of not less than six (6) persons. The exact number of
directors shall be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by the affirmative vote of a majority of the entire Board
-2-
<PAGE> 12
of Directors. As used in this Certificate of Incorporation, the term "entire
Board of Directors" means the total authorized number of directors which the
Corporation would have if there were no vacancies.
(A) At the 1986 Annual Meeting of Shareholders, the directors shall be
divided into three classes, as nearly equal in number as possible, with the term
of office of the first class to expire at the 1987 Annual Meeting of
Shareholders, the term of office of the second class to expire at the 1988
Annual Meeting of Shareholders and the term of office of the third class to
expire at the 1989 Annual Meeting of Shareholders. Commencing with the 1987
Annual Meeting of Shareholders, directors elected to succeed those directors
whose terms have thereupon expired shall be elected for a term of office to
expire at the third Annual Meeting of Shareholders after their election.
(B) If the number of directors is increased to nine or more, the
directors shall be divided into three classes at the next succeeding Annual
Meeting of Shareholders following such increase, with each class to consist of
at least three directors and the difference in the number of directors in any
two classes not to exceed one. If necessary, one director from the class whose
term does not expire at the next succeeding Annual Meeting of Shareholders, to
be nominated pursuant to a resolution adopted by the affirmative vote of a
majority of the entire Board of Directors, will be elected for a term of office
to expire at the second succeeding Annual Meeting of Shareholders after his
election so as to ensure that each class will consist of at least three
directors. Thereafter, directors elected to succeed those directors whose terms
have thereupon expired shall be elected for a term of office to expire at the
third succeeding Annual Meeting of Shareholders after their election. If the
number of directors is decreased to eight or less, the directors shall be
divided into two classes at the next succeeding Annual Meeting of Shareholders,
with both classes to consist of at least three directors and the difference in
the number of directors in both classes not to exceed one, but in no case will
the decrease in the number of directors shorten the term of any incumbent
director. Thereafter, directors elected to succeed those directors whose terms
have thereupon expired shall be elected for a term of office to expire at the
second succeeding Annual Meeting of Shareholders after their election. Any
increase or decrease in the number of directors which does not cause a change in
the number of classes shall be
-3-
<PAGE> 13
apportioned among the classes so as to maintain or attain, if possible, the
equality of the number of directors in the classes, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
If such equality is not possible, the increase or decrease shall be apportioned
among the classes in such a way that the difference in the number of directors
in any two classes shall not exceed one.
(C) Subject to the rights of the holders of any series of Preferred
Stock or any other class of capital stock of the Corporation (other than the
Common Stock) then outstanding, vacancies in any class of directors resulting
from death, resignation, retirement, disqualification, removal from office or
other cause shall, if occurring prior to the expiration of the term of office of
such class, be filled only by the affirmative vote of a majority of the
remaining directors of the entire Board of Directors then in office, although
less than a quorum, or by the sole remaining director. Any director so elected
shall hold office until the next Annual Meeting of Shareholders and until his
successor is elected and qualified.
(D) Whenever the holders of any one or more series of Preferred Stock
issued by the Corporation shall have the right, voting separately by series, to
elect directors at an annual or a special meeting of shareholders, the election,
term of office, filling of vacancies and other features of such directorships
shall be governed by this Paragraph 8 unless expressly otherwise provided by the
resolution or resolutions providing for the creation of such series.
(E) Subject to the rights of holders of any series of Preferred Stock
or any other class of capital stock of the Corporation (other than the Common
Stock) then outstanding, (i) any director, or the entire Board of Directors, may
be removed by the shareholders from office at any time prior to the expiration
of his term of office, but only for cause, and only by the affirmative vote of
the holders of record of outstanding shares representing a majority of the
voting power of all of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, and (ii)
any director may be removed from office by the affirmative vote of a majority of
the entire Board of Directors, at any time prior to the expiration of his term
of office, but only for cause.
-4-
<PAGE> 14
(F) Notwithstanding any other provision of this Certificate of
Incorporation and subject to the other provision of this Paragraph 8, the Board
of Directors shall determine the rules and procedures that shall affect the
directors' power to manage and direct the business and affairs of the
Corporation. Without limiting the foregoing, the Board of Directors shall
designate and empower committees of the Board of Directors, shall elect and
empower the officers of the Corporation, may appoint and empower other officers
and agents of the Corporation, and shall determine the time and place of, and
the notice requirements for, Board meetings, as well as quorum and voting
requirements for, and the manner of taking, Board action, and no By-Law shall be
adopted by shareholders which shall modify the foregoing.
(G) The affirmative vote of the holders of record of outstanding shares
representing at least eighty percent (80%) of the voting power of all of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors shall be required to amend, alter or
repeal, or adopt any provision or provisions inconsistent with, any provisions
of this Paragraph 8 including this subparagraph (G); provided, however, that
this subparagraph (G) shall not apply to, and such eighty percent (80%) vote
shall not be required for, any amendment, alteration, repeal or adoption of any
inconsistent provision or provisions, declared advisable by the Board of
Directors by the affirmative vote of two-thirds of the entire Board of
Directors.
D. A new paragraph NINTH of the Certificate of Incorporation is hereby
added to read as follows:
NINTH: (A) In addition to any affirmative vote required by law or this
Certificate of Incorporation, and except as otherwise expressly provided in
paragraph (B) of this paragraph 9,
-5-
<PAGE> 15
(i) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) an interested Shareholder (as
hereinafter defined) or (b) any other corporation (whether or not itself an
Interested Shareholder) which is, or after such merger or consolidation would
be, an Affiliate or Associate (as such terms are hereinafter defined) of an
Interested Shareholder, or
(ii) any sale, lease, exchange, mortgage, pledge, grant
of a security interest, transfer or other disposition (in one transaction or a
series of transactions) to or with (a) an Interested Shareholder or (b) any
other person (whether or not itself an Interested Shareholder) which is, or
after such sale, lease, exchange, mortgage, pledge, grant of a security
interest, transfer or other disposition would be, an Affiliate or Associate of
an Interested Shareholder, directly or indirectly, of assets of the Corporation
(including, without limitation, any voting securities of a Subsidiary) or any
Subsidiary, or both, having an aggregate Fair Market Value (as hereinafter
defined) of $4,000,000 or more, or
(iii) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) or any securities of
the Corporation or any Subsidiary, or both, to (a) an Interested Shareholder or
(b) any other person (whether or not itself an Interested Shareholder) which is,
or after such issuance or transfer would be, an Affiliate or Associate of an
Interested Shareholder in exchange for cash, securities or other property (or a
combination thereof) having an aggregate Fair Market Value of $4,000,000 or
more, other than the issuance of securities upon the conversion of convertible
securities of the Corporation or any Subsidiary which were not acquired by such
Interested Shareholder (or such Affiliate or Associate) from the Corporation or
a Subsidiary, or
(iv) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or on behalf of an
Interested Shareholder or any Affiliate or Associate of an Interested
Shareholder, or
-6-
<PAGE> 16
(v) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into other otherwise involving an Interested
Shareholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary directly or
indirectly beneficially owned by (a) an Interested Shareholder or (b) any other
person (whether or not itself an Interested Shareholder) which is, or after such
reclassification, recapitalization, merger or consolidation or other transaction
would be, an Affiliate or Associate or an Interested Shareholder, shall not be
consummated unless such consummation shall have been approved by the affirmative
vote of the holders of record of outstanding shares representing at least eighty
percent (80%) of the voting power of the then outstanding shares of Voting
Shares (as hereinafter defined) of the Corporation, voting together as a single
class. Such affirmative votes shall be required notwithstanding the fact that no
vote may be required, or that a lesser percentage may be specified, by law, in
this Certificate of Incorporation or in any agreement with any national
securities exchange or otherwise.
(B) The provisions of paragraph (A) of this Paragraph 9 shall not be
applicable to any particular Business Combination (as hereinafter defined) and
such Business Combination shall require only such affirmative vote as is
required by law and any other provision of this Certificate of Incorporation, if
the Business Combination shall have been approved by a majority of the
Continuing Directors (as hereinafter defined) or all of the following conditions
shall have been met:
(i) The transaction constituting the Business Combination
shall provide for a consideration to be received by all holders of Common Shares
in exchange for all their shares of Common Shares, and the aggregate amount of
the cash and the Fair Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be received per share
by holders of Common Shares in such Business Combination shall be at least equal
to the higher of the following:
-7-
<PAGE> 17
(a) if applicable, the highest per-share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid in order to acquire any shares of Common Shares beneficially owned by
an Interested Shareholder (1) within the two-year period immediately prior to
the Announcement Date (as hereinafter defined), (2) within the two-year period
immediately prior to the Determination Date (as hereinafter defined) or (3) in
the transaction in which it became an Interested Shareholder, whichever is
highest; or
(b) the Fair Market Value per share of Common
Shares on the Announcement Date or on the Determination Date, whichever is
higher;
(ii) If the transaction constituting the Business Combination shall
provide for a consideration to be received by holders of any class or series of
outstanding Voting Shares other than Common Shares, the aggregate amount of the
cash and the Fair market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be received per share
by holders of shares of such class or series of Voting Shares shall be at least
equal to the highest of the following (it being intended that the requirements
of this subparagraph (ii) shall be required to be met with respect to every
class and series of outstanding Voting Shares, whether or not an Interested
Shareholder has previously acquired any shares of a particular class of Voting
Shares):
(a) if applicable, the highest per-share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid in order to acquire any shares of Common Shares beneficially owned by
an Interested Shareholder (1) within the two-year period immediately prior to
the Announcement Date, (2) within the two-year period immediately prior to the
Determination Date or (3) in the transaction in which it became an Interested
Shareholder, whichever is highest; or
(b) the Fair Market Value per share of such class
or series of Voting Shares on the Announcement Date or the Determination Date,
whichever is higher; or
-8-
<PAGE> 18
(c) if applicable, the highest preferential
amount per share to which the holders of shares of such class or series of
Voting Shares are entitled in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;
(iii) The consideration to be received by holders of a
particular class or series of outstanding Voting Shares (including Common
Shares) shall be in cash or in the same form as was previously paid in order to
acquire shares of such class or series of Voting Shares which are beneficially
owned by an Interested Shareholder and, if an Interested Shareholder
beneficially owns shares of any class or series of Voting Shares which were
acquired with varying forms of consideration, the form of consideration for such
class or series of Voting Shares shall be either cash or the form used to
acquire the largest number of shares of such class or series of Voting Shares
beneficially owned by it. The price determined in accordance with subparagraph
(i) and (ii) of this paragraph B shall be subject to appropriate adjustment in
the event of any recapitalization, stock dividend, stock split, combination of
shares or similar event.
(iv) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such Business
Combination, such Interested Shareholder shall not have become the beneficial
owner of any additional shares of Voting Shares except as part of the
transaction in which it became an Interested Shareholder;
(v) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the benefit,
directly or indirectly (except proportionately as a shareholder), of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantages provided by the Corporation, whether in anticipation of
or in connection with such Business Combination or otherwise; and
(vi) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder (or any subsequent provisions replacing the Exchange Act
or such
-9-
<PAGE> 19
rules or regulations) shall be mailed to the shareholders of the Corporation, no
later than the earlier of (a) 30 days prior to any vote on the proposed Business
Combination or (b) if no vote on such Business Combination is required, 60 days
prior to the consummation of such Business Combination (whether or not such
proxy or information statement is required to be mailed pursuant to the Exchange
Act or subsequent provisions). Such proxy statement shall contain at the front
thereof, in a prominent place, any recommendations as to the advisability (or
inadvisability) of the Business Combination which the Continuing Directors, or
any of them, may have furnished in writing and, if deemed advisable by a
majority of the Continuing Directors, an opinion of a reputable investment
banking firm as to the fairness (or lack of fairness) of the terms of such
Business Combination, from the point of view of the holders of Voting Shares
other than an Interested Shareholder (such investment banking firm to be
selected by a majority of the Continuing Directors, to be furnished with all
information it reasonably requests and to be paid a reasonable fee for its
services upon receipt by the Corporation of such opinion).
(C) For the purposes of this Paragraph 9:
(i) "Business Combination" shall mean any transaction
which is referred to in any one or more of subparagraphs (i)
through (v) of subparagraph (A) of this Paragraph 9.
(ii) "Voting Shares" shall mean stock of all classes and
series of the Corporation entitled to vote generally in the election of
directors.
(iii) "Person" shall mean any individual, firm, trust,
partnership, association, corporation, unincorporated organization or other
entity, as well as any syndicate or group deemed to be a person under Section
14(d)(2) of the Exchange Act.
(iv) "Interested Shareholder" shall mean any person
(other than the Corporation or any Subsidiary) who or which:
-10-
<PAGE> 20
(a) is the beneficial owner, directly or indirectly,
of more than ten percent (10%) of the combined voting power of the then
outstanding Voting Shares and who acquired more than five percent (5%) of the
combined voting power of the then outstanding Voting Shares within the two-year
period prior to the date in question; or
(b) is an assignee of or has otherwise succeeded to
the beneficial ownership of any shares of Voting Shares which were at any time
within the two-year period immediately prior to the date in question
beneficially owned by an Interested Shareholder, unless such assignment or
succession shall have occurred pursuant to a Public Transaction (as hereinafter
defined) or any series of transactions involving a Public Transaction.
For the purposes of determining whether a person is an Interested Shareholder,
the number of shares of Voting Shares deemed to be outstanding shall include
shares deemed owned through application of subparagraph (vi) below but shall not
include any other shares of Voting Shares which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
(v) "Public Transaction" shall mean any (a) purchase of shares offered
pursuant to an effective registration statement under the Securities Act of 1933
or (b) open-market purchase of shares on a national securities exchange if, in
either such case, the price and other terms of sales are not negotiated by the
purchaser and the seller of the beneficial interest in the shares.
(vi) A person shall be a "beneficial owner" of any Voting Shares:
(a) which such person or any of its Affiliates or
Associates beneficially owns, directly or indirectly; or
-11-
<PAGE> 21
(b) which such person or any of its Affiliates or Associates
has (1) the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise or (2) the right to vote or to direct the
voting thereof pursuant to any agreement, arrangement or understanding; or
(c) which is beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Shares.
(vii) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act, as in effect on June 1, 1986.
(viii) "Subsidiary" shall mean any corporation of which a majority of
any class of equity security (as defined in Rule 3a(11)-1 of the General Rules
and Regulations under the Exchange Act, as in effect on June 1, 1986) is owned,
directly or indirectly, by the Corporation; provided, however, that for purposes
of the definition of Interested Shareholder set forth in subparagraph (iv), the
term "Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by the Corporation.
(ix) "Continuing Director" shall mean any member of the Board of
Directors of the Corporation who is unaffiliated with, and not a nominee of, an
Interested Shareholder and was a member of the Board prior to the time that such
Interested Shareholder became an Interested Shareholder, and any successor of a
Continuing Director who is unaffiliated with, and not a nominee of, an
Interested Shareholder and is recommended to succeed a Continuing Director by a
majority of Continuing Directors then on the Board.
(x) "Announcement Date" shall mean the date of the first public
announcement of the proposed Business Combination.
-12-
<PAGE> 22
(xi) "Determination Date" shall mean the date on which an Interested
Shareholder became an Interested Shareholder.
(xii) "Fair Market Value" shall mean: (a) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock on the Composite Tape for New York
Stock Exchange-Listed Shares, or, if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Exchange Act on which such stock is listed, or, if such stock is not listed
on any such exchange, the highest closing bid quotation with respect to a share
of such stock during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc. Automated Quotation System or
any system then in use, or if no such quotations are available, the fair market
value on the date in question of a share of such stock as determined by a
majority of the Continuing Directors in good faith; and (b) in the case of
property other than cash or stock, the fair market value of such property on the
date in question as determined by a majority of the Continuing Directors in good
faith.
(D) A majority of the Continuing Directors shall have the power and
duty to determine for the purposes of this Paragraph 9, on the basis of
information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Paragraph 9 including, without limitation, (i)
whether a person is an Interested Shareholder, (ii) the number of shares of
Voting Shares beneficially owned by any person, (iii) whether a person is an
Affiliate or Associate of another, (iv) whether the assets which are the subject
of any Business Combination have, or the consideration to be received for the
issuance or transfer of securities by the Corporation or any Subsidiary in any
Business Combination has, an aggregate Fair Market Value of $4,000,000 or more,
(v) whether the requirements of paragraph (B) of this Paragraph 9 have been met
and (vi) such other matters with respect to which a determination is required
under this Paragraph 9. The good faith determination of a majority of the
Continuing Directors on such matters shall be conclusive and binding for all
purposes of this Paragraph 9.
-13-
<PAGE> 23
(E) Nothing contained in this Paragraph 9 shall be construed to relieve
the members of the Board of Directors or an Interested Shareholder from any
fiduciary obligation imposed by law.
(F) The fact that any Business Combination complies with provisions of
subparagraph ("C") of this Paragraph 9 shall not be construed to impose any
fiduciary duty, obligation or responsibility on the Board of Directors, or any
member thereof, to approve such Business Combination or recommend its adoption
or approval to the shareholders of the Corporation, nor shall such compliance
limit, prohibit or otherwise restrict in any manner the Board of Directors, or
any member thereof, with respect to evaluations of or actions and responses
taken with respect to such Business Combination.
(G) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation or the fact that a lesser
percentage may be specified by law, this Certificate of Incorporation or the
By-Laws of the Corporation, the affirmative vote of the holders of at least
eighty percent (80%) of the combined voting power of the then outstanding Voting
Shares voting together as a single class shall be required to amend, alter or
adopt any provision inconsistent with or repeal this Paragraph 9; provided,
however, that this Paragraph 9 shall not apply to, and such eighty percent (80%)
vote shall not be required for, any amendment, alteration, repeal or adoption of
any inconsistent provision or provisions, declared advisable by the Board of
Directors by the affirmative vote of two-thirds of the entire Board of Directors
and a majority of the Continuing Directors.
4. The above and foregoing amendments were authorized by a vote of the
holders of a majority of all outstanding shares entitled to vote at a meeting of
the shareholders held on July 22, 1986 subsequent to the affirmative vote of the
Board of Directors of Comptek Research, Inc. acting by unanimous written consent
dated June 11, 1986.
-14-
<PAGE> 24
IN WITNESS WHEREOF, we have signed this document on the date set forth
below and do hereby affirm under the penalties of perjury that the statements
contained herein have been examined by us and are true.
Dated: July 23, 1986
/s/ William K. LaSala
-----------------------------------
William K. LaSala, President
/s/ Christopher A. Head
-----------------------------------
Christopher A. Head, Secretary
<PAGE> 1
EXHIBIT NO. 10.3b
Extension of Employment Agreement, dated March 31, 1995,
between Registrant's subsidiary
and Frank J. Perpiglia
<PAGE> 2
COMPTEK
TELECOMMUNICATIONS INC.
March 31, 1995
Mr. Frank J. Perpiglia
305 Heritage Place
Devon, PA 19333
Re: Extension of Term of Employment
Dear Frank:
The Employment Agreement by and between Comptek Telecommunications, Inc. (CTI)
and you dated February 24, 1994, provides for your employment by CTI through
March 31, 1995. This letter shall constitute a written agreement between CTI
and you extending the termination date of your employment under the Employment
Agreement from March 31, 1995, to April 30, 1995.
Very truly yours,
COMPTEK TELECOMMUNICATIONS, INC.
By: /s/John R. Cummings
----------------------------
John R. Cummings
Chairman
\blk:029
The extension of the employment term from March 31, 1995, to April 30, 1995, is
hereby confirmed, accepted and agreed to by the undersigned.
/s/Frank J. Perpiglia
- -------------------------------------
Frank J. Perpiglia
Dated: March 31, 1995
140 MID COUNTY DRIVE - ORCHARD PARK, NY 14127 - 716-662-0122 - FAX: 716-662-0823
<PAGE> 1
EXHIBIT 10.3c
Termination of Employment Agreement dated April 30, 1995
between Registrant's subsidiary and Frank J. Perpiglia
<PAGE> 2
TERMINATION OF EMPLOYMENT AGREEMENT
-----------------------------------
THIS AGREEMENT is made as of the 1st day of May, 1995, by and
between FRANK J. PERPIGLIA, residing at 306 Heritage Place, Devon, Pennsylvania
19333 (hereinafter referred to as the "Employee"), and COMPTEK
TELECOMMUNICATIONS, INC., a New York corporation having its office and
principal place of business at 140 Mid County Drive, Orchard Park, New York
14127 (hereinafter referred to as the "Corporation").
WITNESSETH:
WHEREAS, pursuant to an Employment Agreement (hereinafter
referred to as the "Employment Agreement"), dated February 24, 1994, between
the Corporation and the Employee, the Corporation has employed the Employee as
an executive officer and the Employee has served the Corporation in such
capacity; and
WHEREAS, the Employee wishes to and the Corporation desires
that the Employee enter into the employ of a separate corporate entity in which
the Corporation or its parent corporation, has an equity interest; and
WHEREAS, the parties have agreed to terminate the Employment
Agreement and the Employee's employment by the Corporation, upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, the parties hereto agree to the following:
1. PERFORMANCE BONUS AND OTHER PAYMENTS.
Contemporaneous with the execution of this Agreement, the Corporation has paid
to the Employee, and the Employee acknowledges receipt of, the amount of
$65,000.00 as a performance bonus. The Corporation shall pay to the Employee
any unpaid but accrued salary, benefits and expense reimbursement payable to
the Employee under the Employment Agreement with respect to the period ending
the day prior to the date hereof, in accordance with its normal payroll,
benefit payment and expense reimbursement cycles. The foregoing payments shall
be subject to any required state or federal withholdings.
2. TERMINATION OF EMPLOYMENT AGREEMENT. Except as
otherwise provided herein, (a) the Employment Agreement is hereby terminated as
of the date hereof, (b) following termination of the Employment Agreement,
other than as set forth herein, there shall be no other benefits or
remuneration payable or owing to Employee, including but not limited to, any
accrued vacation, other accumulated benefits or bonuses, and (c) following
termination of the Employment Agreement, other than as set forth herein,
Employee shall have no further obligations, responsibilities, liabilities or
restrictions
<PAGE> 3
- 2 -
under the Employment Agreement, including, but not limited to, under paragraphs
6,7,8 and 9 thereof. However, if Employee leaves the employment of ARIA Wireless
Systems, Inc., a Delaware corporation (hereinafter referred to as
"ARIA-Delaware") for any reason with a twelve (12) month calendar period from
the date of this Agreement, then paragraphs 7 and 8 of the Employment Agreement
shall again come into full force and effect for the limited period from the
date of termination of such employment of the Employee with ARIA-Delaware for
the unexpired portion, if any, of such twelve (12) month period.
3. ARIA WIRELESS SYSTEMS, INC. The Corporation
acknowledges that during the term of the Employment Agreement and the
Employee's employment by the Corporation, the Employee also served as an
executive officer and director of ARIA Wireless Systems, Inc., a New York
corporation (hereinafter referred to as "ARIA-New York"), and also performed
services in connection with and participated in the formation of and as an
executive officer and director of ARIA-Delaware. Except to the extent it is
otherwise provided in this Agreement and in consideration of the covenants made
in this Agreement, the Corporation hereby releases and waives any and all
claims the Corporation now has, ever had, can or shall have against the
Employee, whether known or unknown, including based upon any facts that may be
discovered subsequent to the date of this Agreement, arising by virtue of or in
connection with the Employee's employment, services and participation as an
employee under the Employment Agreement and/or as described in the preceding
sentences or any activities conducted by the Employee in connection therewith,
including without limitation any claims arising due to potential or real
conflicts of interest, lost corporate opportunity, waste and/or under
paragraphs 6, 7, 8 and 9 of the Employment Agreement.
4. FRANK J. PERPIGLIA. Except to the extent it is
otherwise provided in this Agreement and in consideration of the covenants made
in this Agreement, the Employee hereby releases and waives any and all claims
the Employee now has, ever had, can or shall have against the Corporation, its
employees, officers and directors, whether known or unknown, including based
upon any facts that may be discovered subsequent to the date of this Agreement,
arising by virtue of or in connection with the Employee's employment, services
and participation as an employee under the Employment Agreement.
5. INDEMNIFICATION. (a) The Corporation unconditionally
and irrevocably agrees to indemnify and hold the Employee free and harmless
against all claims, liabilities, damages, losses, costs and expenses (other
than with respect to personal income taxes) incurred by the Employee, including
the reasonable fees and expenses of attorneys, accountants and investigators of
any claim, or threatened claims, or the defense of any suits and/or
proceedings, relating to or arising, directly or indirectly, out of the
employment of the Employee by the Corporation under the Employment Agreement as
an executive employee and director, or in the performance by the Employee of
his duties
<PAGE> 4
- 3 -
under the Employment Agreement, or otherwise as an executive officer and
director of ARIA-New York, and/or otherwise in connection with the formation of
and as an executive officer and director of ARIA-Delaware with respect to any
event that occurred on or before the date of the consummation of the Closing,
as defined in a certain Reorganization Agreement dated March 10, 1995, among
the Corporation, Employee, Aria - New York, Aria - Delaware, ByDatel
Corporation, a New York corporation, Comptek Research, Inc., a New York
corporation, and Rand Capital Corporation, a New York corporation.
(b) In the event of any claim, or threat of a
claim, for which the Employee seeks indemnification under this Agreement, the
Corporation shall have the reasonable right to (i) direct the defense of such
claim, (ii) select counsel, and (iii) settle the claim on such terms as the
Corporation deems appropriate. Anything contained in this Agreement to the
contrary notwithstanding, the Corporation shall not be liable under this
Agreement to make any payment in connection with any such indemnified claim
made against the Employee to the extent the Employee has already received
payment or some other person or entity has on behalf of the Employee already
remitted payment of the amount otherwise indemnifiable hereunder.
6. MISCELLANEOUS. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York. This
Agreement constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof and supersedes any and all prior agreements or
understandings, both written and oral, among the parties with respect to such
subject matter. Any amendment or modification of this Agreement shall be
effective only if in writing and signed by authorized representatives of each
party. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors
and assigns.
IN WITNESS WHEREOF, the undersigned have executed this
Termination of Employment Agreement on and as of the day and year first above
written.
COMPTEK TELECOMMUNICATIONS, INC.
By /S/John R. Cummings /S/Frank J. Perpiglia
--------------------------- ------------------------------
John R. Cummings Frank J. Perpiglia
Chairman
<PAGE> 5
- 4 -
STATE OF NEW YORK )
) ss:
COUNTY OF ERIE )
On this 9th day of May, 1995, before me, personally. came John
R. Cummings, to me personally known, who being by me duly sworn did depose and
say that he resides at 43 Hemlock Hill, Orchard Park, New York 14127, that he
is the Chairman of Comptek Telecommunications, Inc., the corporation described
in, and which executed, the foregoing Termination of Employment Agreement and
that he signed his name thereto by order of the Board of Directors of said
corporation.
/S/Christopher A. Head
--------------------------------
Notary Public
Christopher A. Head Notary
Public, State of New York
Qualified in Erie County My
Commission Expires APRIL 30,
1996
STATE OF NEW YORK )
) SS:
COUNTY OF ERIE )
On this 17th day of May, 1995, before me, the subscriber,
personally appeared Frank J. Perpiglia, who resides at 306 Heritage Place,
Devon, Pennsylvania 19333, to me known, and known to me to be the same person
described in and who executed the foregoing Termination of Employment
Agreement, and he acknowledged to me that he executed the same.
/S/Christopher A. Head
--------------------------------
Notary Public
Christopher A. Head
Notary Public, State of New York
Qualified in Erie County
My Commission Expires APRIL 30,
1996
<PAGE> 1
EXHIBIT 10.3e
Employment Agreement, as amended,
between Registrant and J. R. Cummings
<PAGE> 2
AMENDMENT TO EMPLOYMENT AGREEMENT
BY AND BETWEEN
COMPTEK RESEARCH, INC.
AND
JOHN R. CUMMINGS
THIS AMENDMENT, made as of the 31st day of March 1996, by and between
JOHN R. CUMMINGS, residing at 43 Hemlock Hill, Orchard Park, New York, 14127,
("Employee") and COMPTEK RESEARCH, INC., a New York Corporation having its
office and principal place of business at 2732 Transit Road, Buffalo, New York
14224 (the "Corporation").
WITNESSETH:
WHEREAS, Employee and the Corporation entered into an Employment
Agreement dated April 1, 1994 (the "Employment Agreement"); and
WHEREAS, Employee and the Corporation wish to amend such Employment
Agreement, (the "Amendment to Agreement") as provided for herein;
NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, the parties hereto agree as follows:
1. TERM OF EMPLOYMENT. The Employee's term of employment by the
Corporation as its President and Chief Executive Officer shall be deemed to end
as of the date hereof. The Employee shall continue as the Corporation's
Chairman of the Board of Directors.
2. DUTIES AND RESPONSIBILITIES. Effective April 1, 1996, Employee
shall no longer have responsibility for the executive management of the
Corporation and its affairs. Employee
\AGR\AMEND96.JRC -1-
<PAGE> 3
shall act as the Corporation's Chairman of the Board of Directors and have such
duties and responsibilities as may be assigned to the Chairman in accordance
with the Corporation's by-laws and resolutions adopted by the Board of
Directors. Employee shall no longer be required to devote his full business
time to the promotion of the business of the Corporation, but will continue to
provide valuable skills and services to the Corporation.
3. COMPENSATION. Effective April 1, 1996, Employee shall be deemed
to be a non-employee Director of the Corporation and be entitled to all
compensation and benefits from time to time provided to non-employee directors
of the Corporation. The Corporation shall pay to Employee a Base Salary of not
less than $135,000 for the period April 1, 1996 through December 31, 1996,
payable in approximately equal installments at such intervals as the
Corporation pays the salaries of its executive employees generally. On January
1, 1997, and on the first day of each month thereafter through March 1, 1998,
the Corporation shall pay to Employee the amount of $15,000 per month in
consideration for his non-competition with the Corporation.
4. BENEFITS AND EXPENSES. Employee will be entitled to
reimbursement for all reasonable travel and other business expenses incurred by
him in connection with services by him to the Corporation. Employee will be
included in any group medical, dental, and life insurance plans which the
Corporation may have in force from time to time for its executive personnel
through March 31, 1998. If Employee cannot be included under the terms of such
plan because of a change in his employment status, then the Corporation shall
provide to Employee a substantially equivalent plan or benefit in lieu thereof.
Such medical, dental, and life insurance benefits and any resulting payments
thereunder, shall be in addition to his Base Salary and shall include any
additional amount as may be necessary to provide the Employee with the
after-tax equivalent of such Benefits as provided to executives of the
Corporation. Except as expressly set forth in this Amendment to Agreement, and
vacation accrued prior to April 1, 1996, there will be no other benefits or
cash payments to Employee pursuant to the Employment Agreement dated April 1,
1994, including, but not limited to incentive compensation.
\AGR\AMEND96.JRC -2-
<PAGE> 4
5. DEATH OR DISABILITY. In the event of the Employee's death or
disability, the Corporation shall continue to be obligated to make the payments
provided for in this Amendment to Agreement to the Employee or his estate, as
the case may be.
6. NON-COMPETITION AND NON-SOLICITATION. The time periods provided
for in paragraphs 6 (Non-Competition) and 9 (Non-Solicitation and
Non-Interference) of the Employment Agreement are hereby amended to continue in
full force in effect through March 31, 1998.
7. GENERAL. Except to the extent amended by this Amendment to
Agreement or in a conflict with the Amendment to Agreement, the Employment
Agreement shall continue in full force and effect. In the event of any
conflict between the terms of the Employment Agreement and this Amendment to
Agreement, then this Amendment to Agreement shall govern.
IN WITNESS WHEREOF, Employee has hereunto set his hand and seal, and
the Corporation has caused these presents to be executed by a duly authorized
officer of the Corporation and its corporate seal to be affixed hereto, the day
and year first above written.
/S/John R. Cummings
----------------------------
John R. Cummings
COMPTEK RESEARCH, INC.
By /S/ John J. Sciuto
----------------------------
(Corporate Seal)
\AGR\AMEND96.JRC -3-
<PAGE> 1
EXHIBIT 10.5
Loan Agreement, dated March 7, 1996, between
Registrant's Subsidiary and Manufacturers and Traders Trust Company
<PAGE> 2
CORPORATE REVOLVING AND TERM LOAN AGREEMENT
BETWEEN
MANUFACTURERS AND TRADERS TRUST COMPANY
AND
COMPTEK FEDERAL SYSTEMS, INC.
DATED March 7, 1996
<PAGE> 3
- i -
TABLE OF CONTENTS
<TABLE>
<CAPTION>
1. DEFINITIONS..................................................1
<S> <C> <C>
a. Accumulated Funding Deficiency.......................1
b. Affiliate............................................1
c. Applicable Margin....................................2
d. Bankruptcy Law.......................................2
e. Bank's Prime Rate....................................3
f. CERCLA...............................................3
g. Comptek Research.....................................3
h. Control..............................................3
i. Distribution.........................................4
j. Environmental Law....................................4
k. ERISA................................................4
l. Event of Default.....................................4
m. Governmental Authority...............................8
n. Hazardous Material...................................8
o. Internal Revenue Code................................8
p. Law..................................................9
q. Libor Rate...........................................9
r. Libor Rate Election..................................9
s. Libor Rate Period....................................9
t. Libor Rate Period Commencement Date.................10
u. Libor Rate Portion..................................10
</TABLE>
<PAGE> 4
- ii -
<TABLE>
<S> <C> <C>
v. Loan................................................10
w. Loan Document.......................................10
x. Material Adverse Effect.............................10
y. Other Obligor.......................................11
z. Pension Plan........................................11
aa. Permitted Investment................................12
bb. Permitted Lien......................................13
cc. Permitted Loan......................................15
dd. Person..............................................16
ee. Potential Event of Default..........................16
ff. Prohibited Transaction..............................16
gg. Related Entity......................................17
hh. Related Entity Equity...............................17
ii. Release.............................................17
jj. Reportable Event....................................17
kk. Revolving Loan......................................18
ll. Revolving Loan Maturity Date........................18
mm. Subsidiary..........................................18
nn. Term Loan I.........................................19
oo. Term Loan II........................................19
2. REVOLVING LOANS.............................................19
a. Making and Obtaining Revolving Loans................19
b. Revolving Loan Note.................................20
c. Repayment...........................................21
d. Optional Repayment in Advance.......................22
</TABLE>
<PAGE> 5
- iii -
<TABLE>
<S> <C> <C>
e. Interest............................................22
f. Late Charge.........................................25
g. Non-Usage Fee.......................................25
h. General Provisions as to Repayment and Payment......26
i. Libor Rate Election.................................27
j. Extension of Revolving Loan Maturity Date...........29
3. TERM LOAN I..............................................29
a. Making and Obtaining Term Loan I....................30
b. Termination of Obligation...........................30
c. Repayment...........................................30
d. Optional Repayment in Advance.......................31
e. Interest............................................32
f. Commitment Fee......................................33
g. Late Charge.........................................34
h. General Provisions as to Repayment and Payment......34
4. TERM LOAN II.............................................35
a. Making and Obtaining Term Loan II...................35
b. Repayment...........................................36
c. Optional Repayment in Advance.......................36
d. Interest............................................38
e. Commitment Fee......................................39
f. Late Charge.........................................39
g. General Provisions as to Repayment and Payment......40
5. PREREQUISITES TO LOAN.......................................41
a. No Default..........................................41
</TABLE>
<PAGE> 6
- iv -
<TABLE>
<S> <C> <C>
b. Representations and Warranties......................41
c. Proceedings.........................................43
d. Receipt by Bank.....................................43
6. REPRESENTATIONS AND WARRANTIES..............................49
a. Use of Proceeds.....................................49
b. Subsidiaries; Affiliates............................49
c. Good Standing; Qualification; Authority.............50
d. Control.............................................50
e. Compliance..........................................50
f. Environmental Matters...............................51
g. Legality............................................53
h. Fiscal Year.........................................56
i. Financial Statements................................56
j. Material Adverse Effects; Distributions.............59
k. Tax Returns and Payments............................59
l. Certain Indebtedness................................59
m. Pension Obligations.................................60
n. Leases..............................................61
o. Assets; Liens and Encumbrances......................61
p. Investments.........................................62
q. Loans...............................................62
r. Judgments and Litigation............................62
s. Transactions with Affiliates........................63
t. Default.............................................63
u. Full Disclosure.....................................63
</TABLE>
<PAGE> 7
- v -
<TABLE>
<S> <C> <C>
7. AFFIRMATIVE COVENANTS.......................................64
a. Good Standing; Qualification........................64
b. Compliance..........................................64
c. Working Capital; Current Ratio......................65
d. Leverage Ratio......................................65
e. Related Entity Equity...............................66
f. Accounting; Reserves; Tax Returns...................66
g. Financial and Other Information; Certificates of
No Default..........................................66
h. Payment of Certain Indebtedness.....................69
i. Maintenance of Title and Assets; Insurance..........70
j. Inspections.........................................71
k. Pension Obligations.................................71
l. Changes in Management, Ownership and Control........73
m. Judgments...........................................73
n. Litigation..........................................74
o. Liens and Encumbrances..............................75
p. Defaults and Material Adverse Effects...............75
q. Additional Guaranties, Security Agreements, Patent
Collateral Assignments and Security Agreements and
Trademark Collateral Assignments and Security
Agreements..........................................76
r. Further Actions.....................................77
8. NEGATIVE COVENANTS..........................................77
a. Fiscal Year.........................................77
</TABLE>
<PAGE> 8
- vi -
<TABLE>
<S> <C> <C>
b. Certain Indebtedness................................78
c. Pension Obligations.................................78
d. Liens and Encumbrances..............................79
e. Capital Expenditures................................79
f. Operating Leases....................................80
g. Investments.........................................80
h. Loans...............................................80
i. Transactions with Affiliates........................80
j. Distributions.......................................81
k. Corporate and Other Changes ........................82
l. Sale of Receivables.................................82
m. Stock of or Ownership Interest in Subsidiary........82
n. Full Disclosure.....................................83
9. INDEBTEDNESS IMMEDIATELY DUE................................83
10. EXPENSES; INDEMNIFICATION...................................84
a. Loan Document Expenses..............................84
b. Collection Expenses.................................84
c. Expenses Due to Law Changes.........................85
d. Environmental Indemnification.......................86
11. NOTICES.....................................................87
12. MISCELLANEOUS...............................................89
a. Term; Survival......................................89
b. Survival; Reliance..................................89
c. Right of Setoff.....................................89
</TABLE>
<PAGE> 9
- vii -
<TABLE>
<S> <C> <C>
d. Assignment or Grant of Participation................91
e. Binding Effect......................................91
f. Entire Agreement, Modifications and Waivers.........91
g. Rights and Remedies Cumulative......................92
h. Requests............................................93
i. Extent of Consents and Waivers......................93
j. Directly or Indirectly..............................93
k. Accounting Terms and Computations...................93
l. Reference to Law....................................94
m. Reference to Governmental Authority.................94
n. Severability........................................94
o. Governing Law.......................................95
p. Headings............................................95
13. CONSENTS AND WAIVERS RELATING TO LEGAL PROCEEDINGS..........95
a. JURISDICTIONAL CONSENTS AND WAIVERS.................95
b. WAIVER OF TRIAL BY JURY AND CLAIMS TO CERTAIN
DAMAGES.............................................96
</TABLE>
<PAGE> 10
CORPORATE REVOLVING AND TERM LOAN AGREEMENT
This Agreement is made this 7th day of March 1996 between
Manufacturers and Traders Trust Company, a New York banking corporation having
its chief executive office at One M&T Plaza, Buffalo, New York 14240, (the
"Bank") and Comptek Federal Systems, Inc., a New York business corporation
having its chief executive office at 2732 Transit Road, Buffalo, New York
14224, (the "Borrower").
The Bank and the Borrower agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
a. ACCUMULATED FUNDING DEFICIENCY. "Accumulated Funding
Deficiency" has the meaning given to such term in Section 412(a) of the
Internal Revenue Code.
b. AFFILIATE. "Affiliate" means, other than all Related
Entities, (i) any Person who or that now or hereafter has Control of or is now
or hereafter under common Control with any Related Entity or over whom or which
any Related Entity now or hereafter has Control, (ii) any Person who is now or
hereafter related by blood, adoption or marriage to any Person referred to in
clause (i) of this sentence or now or hereafter resides in the same home as any
such Person, (iii) any Person who is now or
<PAGE> 11
- 2 -
hereafter a director or officer of any Related Entity or has functions with
respect to any Subsidiary similar to those of a director or officer of a
corporation or (iv) any Person who is now or hereafter related by blood,
adoption or marriage to any Person referred to in clause (iii) of this sentence
or now or hereafter resides in the same home as any such Person or over whom or
which any such Person now or hereafter has Control.
c. APPLICABLE MARGIN. "Applicable Margin" means for any
day (i) if the total of (A) the aggregate outstanding principal amounts of all
Revolving Loans at the end of such day and (B) the outstanding principal amount
of Term Loan I at the end of such day does not exceed $10,000,000, (I) 1/4% for
purposes of clause (i)(A) of the first sentence of Section 2e of this Agreement
and (II) 2 1/2% for purposes of clause (i)(B)(I)(1) of such sentence or (ii) if
such total exceeds $10,000,000, (I) 1/2% for purposes of such clause (i)(A) and
(II) 3 1/2% for purposes of such clause (i)(B)(I)(1).
d. BANKRUPTCY LAW. "Bankruptcy Law" means any
bankruptcy or insolvency Law or any other Law relating to the relief of
debtors, the readjustment, composition or extension of indebtedness,
liquidation or reorganization.
<PAGE> 12
- 3 -
e. BANK'S PRIME RATE. The "Bank's Prime Rate" means the
rate announced by the Bank as its prime rate of interest, whether or not such
rate is actually the lowest or best rate charged by the Bank in connection with
any loan made by the Bank.
f. CERCLA. "CERCLA" means the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended.
g. COMPTEK RESEARCH. "Comptek Research" means Comptek
Research, Inc., a New York business corporation.
h. CONTROL. "Control" means, with respect to any
Person, whether direct or indirect, (i) the power to vote 5% or more of the
outstanding shares of any class of stock of such Person ordinarily having the
power to vote for the election of directors of such Person or 5% or more of any
class of other ownership interest in such Person ordinarily having the power to
vote for the election of, appoint or otherwise designate Persons having
functions with respect to such Person similar to those of directors of a
corporation or the power to direct or cause the direction of the management and
policies of such Person, (ii) the beneficial ownership of 5% or more of the
outstanding shares of any class of stock of such Person or 5% or more of any
class of other ownership interest in such Person or (iii) the power to
<PAGE> 13
- 4 -
direct or cause the direction of the management and policies of such Person,
whether by ownership of any stock or other ownership interest, by agreement or
otherwise.
i. DISTRIBUTION. "Distribution" means, with respect to
any Person, (i) any dividend or other distribution, whether in cash or in the
form of any other asset, on account of any of its stock or any other ownership
interest therein or (ii) any payment on account of the purchase, redemption,
retirement or other acquisition of any of its stock or any other ownership
interest therein.
j. ENVIRONMENTAL LAW. "Environmental Law" means any Law
relating to public health or safety or protection of the environment,
including, but not limited to, (i) CERCLA and (ii) the Resource Conservation
and Recovery Act, as amended.
k. ERISA. "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended.
l. EVENT OF DEFAULT. An "Event of Default" occurs or
exists if (i) the Borrower (A) defaults for more than 10 days in the repayment
when due of any of the principal amount of any Loan, the payment when due of
any interest owing pursuant to this Agreement or any other amount owing by the
Borrower to the Bank
<PAGE> 14
- 5 -
pursuant to this Agreement, (B) defaults for more than 30 days in the
performance when due of any obligation owing by the Borrower pursuant to
Section 7 of this Agreement or (C) defaults in the performance when due of any
other obligation owing by the Borrower to the Bank pursuant to this Agreement,
(ii) any Related Entity or Other Obligor defaults in the performance when due,
whether by acceleration or otherwise, of any obligation (including, but not
limited to, any obligation to pay any money, whether for any principal,
interest, fee, charge, cost or expense or otherwise), whether now existing or
hereafter arising or accruing, to the Bank or any other Person other than, in
the case of any Person other than the Bank, any obligation to pay any money in
connection with any indebtedness of $100,000 or less, the maturity of any such
obligation is accelerated or there occurs or exists any event or condition
that, whether immediately or after notice, lapse of time or both notice and
lapse of time and whether or not waived, would constitute a default with
respect to or permit the acceleration of the maturity of any such obligation,
(iii) other than as permitted by this Agreement, any Related Entity or Other
Obligor is dissolved, ceases to exist, participates or agrees to participate in
any merger, consolidation or other absorption, assigns or otherwise transfers
or disposes of all or substantially all of his, her or its assets, makes or
permits what might be a fraudulent transfer or fraudulent conveyance of any of
his, her or its assets, makes any
<PAGE> 15
- 6 -
bulk sale, sends any notice of any intended bulk sale, dies, becomes
incompetent or insolvent (however such insolvency is evidenced), generally
fails to pay his, her or its debts as they become due, fails to pay, withhold
or collect any tax as required by any Law, suspends or ceases his, her or its
business or has served, filed or recorded against him, her or it or any of his,
her or its assets any judgment, order or award of any Governmental Authority or
arbitrator or any lien, (iv) any Related Entity or Other Obligor has any
receiver, trustee, custodian or similar Person for him, her or it or any of
his, her or its assets appointed (whether with or without his, her or its
consent), makes any assignment for the benefit of creditors or commences or has
commenced against him, her or it any case or other proceeding pursuant to any
Bankruptcy Law or any formal or informal proceeding for the dissolution,
liquidation or winding up of the affairs of or the settlement of claims against
him, her or it, (v) any representation or warranty made in this Agreement
proves to have been incorrect or misleading in any material respect as of the
date of this Agreement or, except to the extent updated in a certificate
executed by the President or a Vice President of Comptek Research, the
President or a Vice President of the Borrower and the chief financial officer
of Comptek Research and received by the Bank before any time as of which such
representation or warranty is deemed to have been made, as of such time, (vi)
any representation or warranty heretofore or
<PAGE> 16
- 7 -
hereafter made, or any financial statement heretofore or hereafter provided, to
the Bank by or on behalf of any Related Entity or Other Obligor proves, as of
the date thereof, to have been incorrect or misleading in any material respect
or before the execution and delivery to the Bank by the Borrower of this
Agreement there occurred and was not disclosed to the Bank any material adverse
change in any information disclosed in any such representation or warranty
heretofore so made or any financial statement heretofore so provided, (vii)
there occurs or exists with respect to any Pension Plan any Prohibited
Transaction, Reportable Event or other event or condition that, in the opinion
of the Bank, constitutes or will or might constitute grounds for the
institution by the Pension Benefit Guaranty Corporation of any proceeding under
ERISA seeking the termination of such Pension Plan or the appointment of a
trustee to administer such Pension Plan, the Pension Benefit Guaranty
Corporation institutes any proceeding under ERISA seeking the termination of
any Pension Plan or the appointment of a trustee to administer any Pension
Plan, any Person other than the Pension Benefit Guaranty Corporation institutes
any proceeding under ERISA seeking the termination of any Pension Plan or the
appointment of a trustee to administer any Pension Plan that is, in the opinion
of the Bank, likely to result in the termination of such Pension Plan, any
trustee is appointed by a United States District Court to administer any
Pension Plan, any Pension Plan is terminated or there
<PAGE> 17
- 8 -
are vested unfunded liabilities under any Pension Plan that, in the opinion of
the Bank, have or will or might have any Material Adverse Effect or (viii)
Comptek Research ceases to own at least 100% of the outstanding shares of each
class of stock of the Borrower or ceases to own at least 51% of the outstanding
shares of each class of stock of each Related Entity other than the Borrower
and Comptek Research.
m. GOVERNMENTAL AUTHORITY. "Governmental Authority" means
any government, political subdivision, court, agency, central bank or other
entity, body, organization or group exercising any executive, legislative,
judicial, fiscal, monetary, regulatory or administrative function of
government.
n. HAZARDOUS MATERIAL. "Hazardous Material" means (i)
any "hazardous substance" as such term is defined in 42 U.S.C. Section
9601(14), (ii) any "hazardous waste" as such term is defined in 42 U.S.C.
Section 6903(5), (iii) any pollutant, contaminant or hazardous, dangerous or
toxic chemical, material, waste or other substance for purposes of any other
Environmental Law relating to or imposing any liability or standard of conduct
with respect to any pollutant, contaminant or hazardous, dangerous or toxic
chemical, material, waste or other substance or (iv) any petroleum product used
for fuel or lubrication.
<PAGE> 18
- 9 -
o. INTERNAL REVENUE CODE. The "Internal Revenue Code"
means the Internal Revenue Code of 1986, as amended.
p. LAW. "Law" means any statute, ordinance, regulation,
rule, interpretation, decision, guideline or other requirement enacted or
issued by any Governmental Authority, whether or not having the force of law.
q. LIBOR RATE. "Libor Rate" means for any period the
rate per year, as determined by the Bank from any broker, quoting service or
commonly available source utilized by the Bank, at which United States dollar
deposits in immediately available funds are offered to leading banks in the
London interbank eurodollar market at approximately 11:00 A.M. London time (or
as soon thereafter as practicable) on the date that is two business days of the
Bank before the first day of such period for delivery on the first day of such
period for a period equal to such period.
r. LIBOR RATE ELECTION. "Libor Rate Election" means any
election by the Borrower to have the interest charged for any period on a
portion of the aggregate outstanding principal amounts of all Revolving Loans
determined by reference to the Libor Rate.
<PAGE> 19
- 10 -
s. LIBOR RATE PERIOD. "Libor Rate Period" means any
period for which interest is to be charged on any Libor Rate Portion at a rate
determined by reference to the Libor Rate for such period pursuant to a Libor
Rate Election.
t. LIBOR RATE PERIOD COMMENCEMENT DATE. "Libor Rate
Period Commencement Date" means the date on which begins any period for which
interest is to be charged on any Libor Rate Portion at a rate determined by
reference to the Libor Rate for such period pursuant to a Libor Rate Election.
u. LIBOR RATE PORTION. "Libor Rate Portion" means any
portion of the aggregate outstanding principal amounts of all Revolving Loans
on which interest is to be charged for any period at a rate determined by
reference to the Libor Rate for such period pursuant to a Libor Rate Election.
v. LOAN. "Loan" means any Revolving Loan, Term Loan I or
Term Loan II.
w. LOAN DOCUMENT. "Loan Document" means (i) this
Agreement, (ii) any other agreement or instrument referred to in Section 5d of
this Agreement or (iii) any replacement of any such other agreement or
instrument.
<PAGE> 20
- 11 -
x. MATERIAL ADVERSE EFFECT. "Material Adverse Effect"
means any material adverse effect on (i) the ability of the Borrower to repay
when due any of the principal amount of any Loan or to pay when due any
interest owing pursuant to this Agreement, any other amount owing by the
Borrower to the Bank pursuant to this Agreement or any other indebtedness or
other obligation of the Borrower to the Bank, whether now existing or hereafter
arising or accruing, (ii) the ability of any Related Entity to perform when due
any obligation pursuant to any Loan Document or (iii) any Related Entity or the
business, operations, assets, affairs or condition (financial or other) of any
Related Entity.
y. OTHER OBLIGOR. "Other Obligor" means, other than all
Related Entities, any Person (i) who or that, whether as a maker, drawer,
acceptor, endorser, guarantor, surety or accommodation party or otherwise, is
now or hereafter directly or indirectly liable for the payment of any
indebtedness or other obligation of the Borrower to the Bank, whether now
existing or hereafter arising or accruing, or (ii) any asset of whom or which
now or hereafter directly or indirectly secures the payment of any such
indebtedness or other obligation.
z. PENSION PLAN. "Pension Plan" means (i) any pension
plan, as such term is defined in Section 3(2) of ERISA,
<PAGE> 21
- 12 -
(A) that has heretofore been or is hereafter established or maintained by any
Related Entity or any other Person that is, together with any Related Entity, a
member of a controlled group of corporations for purposes of Section 414(b) of
the Internal Revenue Code or is under common control with any Related Entity
for purposes of Section 414(c) of the Internal Revenue Code, (B) to which
contributions have heretofore been or are hereafter made by any Related Entity
or any such other Person or (C) to which any Related Entity or any such other
Person has heretofore agreed or hereafter agrees or otherwise has heretofore
incurred or hereafter incurs any obligation to make contributions or (ii) any
trust heretofore or hereafter created under any such pension plan.
aa. PERMITTED INVESTMENT. "Permitted Investment" means
(i) any investment by any Related Entity in (A) any readily marketable direct
obligation of the United States maturing within one year after the date of its
acquisition thereof, (B) any time deposit maturing within one year after the
date of its acquisition thereof and issued by any banking institution that is
incorporated under any statute of the United States or any state of the United
States and has a combined capital and surplus of not less than $500,000,000,
(C) any demand or savings deposit with any such banking institution, (D) any
security of any Subsidiary if such security is owned by it on the date of this
<PAGE> 22
- 13 -
Agreement or (E) any security fully and accurately described under the heading
"Permitted Investments" in Exhibit A attached to and made a part of this
Agreement, (ii) any investment made by any Related Entity through the Bank or
any affiliate of the Bank or (iii) any other investment by any Related Entity
provided that the total of all such other investments does not at any time
exceed $100,000 in the aggregate for all Related Entities.
bb. PERMITTED LIEN. "Permitted Lien" means (i) any lease
of any asset by any Related Entity as a lessor in the ordinary course of its
business and without interference with the conduct of its business or
operations, (ii) any pledge or deposit made by any Related Entity in the
ordinary course of its business (A) in connection with any workers'
compensation, unemployment insurance, social security or similar Law or (B) to
secure the payment of any indebtedness or other obligation in connection with
any letter of credit, bid, tender, trade or government contract, lease, surety,
appeal or performance bond or Law, or any similar indebtedness or other
obligation, not incurred in connection with the borrowing of any money or the
deferral of the payment of the purchase price of any asset, (iii) any
attachment, levy or similar lien with respect to any Related Entity arising in
connection with any action or other legal proceeding so long as (A) the
validity of the claim or judgment secured thereby is being contested in good
faith by appropriate proceedings promptly
<PAGE> 23
- 14 -
instituted and diligently conducted, (B) adequate reserves have been
appropriately established for such claim or judgment, (C) the execution or
other enforcement of such attachment, levy or similar lien is effectively
stayed and (D) neither such claim or judgment nor such attachment, levy or
similar lien has any Material Adverse Effect, (iv) any statutory lien in favor
of the United States for any amount paid to any Related Entity as a progress
payment pursuant to any government contract, (v) any statutory lien securing
the payment of any tax, assessment, fee, charge, fine or penalty imposed by any
government or political subdivision upon any Related Entity or any of the
assets, income and franchises of any Related Entity but not yet required by
Section 7h of this Agreement to be paid, (vi) any statutory lien securing the
payment of any claim or demand of any materialman, mechanic, carrier,
warehouseman, garageman or landlord against any Related Entity but not yet
required by such Section 7h to be paid, (vii) any reservation, exception,
encroachment, easement, right-of-way, covenant, condition, restriction, lease
or similar title exception or encumbrance affecting the title to any real
property of any Related Entity but not interfering with the conduct of its
business or operations, (viii) any security interest, mortgage or other lien or
encumbrance in favor of the Bank, (ix) any other security interest, mortgage or
other lien provided that the total of the indebtedness and other obligations
the payment of which is secured by all such other security
<PAGE> 24
- 15 -
interests, mortgages and other liens does not at any time exceed $250,000 in
the aggregate for all Related Entities or (x) any security interest, mortgage
or other lien or encumbrance existing on the date of this Agreement and fully
and accurately described under the heading "Permitted Liens" in Exhibit A
attached to and made a part of this Agreement.
cc. PERMITTED LOAN. "Permitted Loan" means (i) any loan,
advance or other extension of credit made by any Related Entity to the Borrower
or by any Related Entity to any other Related Entity that (A) is a guarantor,
without any limitation as to amount, of the payment of all indebtedness and
other obligations of the Borrower to the Bank, whether now existing or
hereafter arising or accruing, pursuant to a guaranty agreement in form and
substance satisfactory to the Bank and (B) has granted to the Bank a security
interest in all of its personal property and fixtures as security for the
payment, without any limitation as to amount, of all such indebtedness and
other obligations pursuant to a security agreement in form and substance
satisfactory to the Bank, (ii) any deferral of the purchase price of any
inventory or service sold by any Related Entity in the ordinary course of its
business, (iii) any advance made by any Related Entity in the ordinary course
of its business to any of its officers and employees for out-of-pocket expenses
incurred by such officer or employee on its behalf in the conduct
<PAGE> 25
- 16 -
of its business or operations, (iv) any loan, advance or other extension of
credit that is made by any Related Entity in the ordinary course of its
business to any Person other than any of its officers and employees and is
related to the conduct of its business or operations, (v) any other loan,
advance or other extension of credit made by any Related Entity provided that
the aggregate outstanding principal amounts of all such other loans, advances
and other extensions of credit do not at any time exceed $100,000 for all
Related Entities or (iv) any loan, advance or other extension of credit fully
and accurately described under the heading "Permitted Loans" in Exhibit A
attached to and made a part of this Agreement.
dd. PERSON. "Person" means (i) any individual,
corporation, partnership, limited liability company, joint venture, trust or
unincorporated association, (ii) any Governmental Authority or (iii) any other
entity, body, organization or group.
ee. POTENTIAL EVENT OF DEFAULT. "Potential Event of
Default" means any event or condition that, after notice, lapse of time or both
notice and lapse of time, would constitute an Event of Default.
<PAGE> 26
- 17 -
ff. PROHIBITED TRANSACTION. "Prohibited Transaction" (i)
has the meaning given to such term in Section 4975(c) of the Internal Revenue
Code and (ii) means any transaction prohibited by Section 406(a) of ERISA.
gg. RELATED ENTITY. "Related Entity" means the Borrower,
Comptek Research or any Subsidiary.
hh. RELATED ENTITY EQUITY. "Related Entity Equity" means
at any time the aggregate consolidated shareholders' equity, partners' capital,
proprietors' capital and other equity of all Related Entities at such time, with
(i) any indebtedness of any Related Entity that is subordinated pursuant to a
subordination agreement in form and substance satisfactory to the Bank, whether
now existing or hereafter arising or accruing, to be considered to constitute
such shareholders' equity, partners' capital, proprietor's capital and other
equity and (ii) any intangible asset to be excluded in calculating such
shareholders' equity, partners' capital, proprietor's capital or other equity.
ii. RELEASE. "Release" means any "release" as such term
is defined in 42 U.S.C. Section 9601(22).
jj. REPORTABLE EVENT. "Reportable Event" has the meaning
given to such term in Section 4043(b) of ERISA.
<PAGE> 27
- 18 -
kk. REVOLVING LOAN. "Revolving Loan" means any loan by the
Bank to the Borrower pursuant to Section 2a of this Agreement.
ll. REVOLVING LOAN MATURITY DATE. The "Revolving Loan
Maturity Date" means (i) March 31, 1998 or (ii) any subsequent March 31 to
which the date on which the Borrower is required to repay the aggregate
outstanding principal amounts of all Revolving Loans is extended by the Bank
pursuant to Section 2l of this Agreement.
mm. SUBSIDIARY. "Subsidiary" means, other than the Borrower,
any Person of which Comptek Research now or hereafter has beneficial ownership,
whether direct or indirect, of (i) 50% or more of the outstanding shares of any
class of stock ordinarily having the power to vote for the election of directors
of such Person or 50% or more of any class of other ownership interest
ordinarily having the power to vote for the election of, appoint or otherwise
designate Persons having functions with respect to such Person similar to those
of directors of a corporation or the power to direct or cause the direction of
the management and policies of such Person or (ii) such lower percentage of the
outstanding shares of any class of such stock or any class of such other
ownership interest as is sufficient to render such Person a subsidiary of
Comptek Research for purposes
<PAGE> 28
- 19 -
of generally accepted accounting principles as in effect at the time of
determination of the status of such Person for purposes of this sentence.
nn. TERM LOAN I. "Term Loan I" means the loan by the
Bank to the Borrower pursuant to Section 3a of this Agreement.
oo. TERM LOAN II. "Term Loan II" means the loan by the
Bank to the Borrower pursuant to Section 4a of this Agreement.
2. REVOLVING LOANS.
a. MAKING AND OBTAINING REVOLVING LOANS. Upon and
subject to each term and condition of this Agreement, at any time and from time
to time during the period beginning on the date of this Agreement and ending on
the day before the Revolving Loan Maturity Date, the Borrower may obtain
Revolving Loans from the Bank, and the Bank shall make Revolving Loans to the
Borrower. The principal amount of each Revolving Loan shall be an integral
multiple of $10,000, and the aggregate outstanding principal amounts of all
Revolving Loans shall not at any time exceed $10,000,000. The Bank may make
any Revolving Loan in reliance upon, and the Borrower shall be bound by, any
oral (including, but not
<PAGE> 29
- 20 -
limited to, telephonic), written (including, but not limited to, facsimile) or
other request for such Revolving Loan that the Bank believes in good faith to
be valid and to have been made on behalf of the Borrower by any officer of the
Borrower, and the Bank shall not incur any liability to the Borrower or any
other Person as a direct or indirect result of making such Revolving Loan.
Each request for a Revolving Loan shall state the principal amount of such
Revolving Loan and the business day of the Bank upon which such Revolving Loan
is requested to be made and shall be irrevocable once made. Any request for a
Revolving Loan may be combined with a Libor Rate Election relating to such
Revolving Loan. Any request for a Revolving Loan need not be honored by the
Bank unless such request is received by the Bank (i) at least three but not
more than five business days of the Bank before the date such Revolving Loan is
requested to be made if such request is combined with a Libor Rate Election
relating to such Revolving Loan or (ii) 10:00 A.M. eastern United States time
on the date such Revolving Loan is requested to be made if such request is not
combined with a Libor Rate Election relating to such Revolving Loan.
b. REVOLVING LOAN NOTE. The Bank shall set forth on the
schedule attached to and made a part of the Revolving Loan Note referred to in
clause (i) of Section 5d of this Agreement or any similar schedule or loan
account (including, but not limited to, any similar schedule or loan account
maintained in
<PAGE> 30
- 21 -
computerized records) annotations evidencing (i) the date and principal amount
of each Revolving Loan, (ii) the date and amount of each payment applied to the
outstanding principal amount of such Revolving Loan Note, (iii) such
outstanding principal amount after each Revolving Loan and each such payment,
(iv) each Libor Rate Portion, (v) the Libor Rate Period, Libor Rate Period
Commencement Date, Libor Rate and rate of interest for each Libor Rate Portion
and (vi) the date and amount of each payment applied to any Libor Rate Portion.
Each such annotation shall, in the absence of manifest error, be conclusive and
binding upon the Borrower. No failure of the Bank to make and no error by the
Bank in making any annotation on such attached schedule or any such similar
schedule or loan account shall affect the obligation of the Borrower to repay
the principal amount of each Revolving Loan, the obligation of the Borrower to
pay interest on the outstanding principal amount of each Revolving Loan or any
other obligation of the Borrower to the Bank pursuant to this Agreement.
c. REPAYMENT. The Borrower shall repay the aggregate
outstanding principal amounts of all Revolving Loans to the Bank on the
Revolving Loan Maturity Date, when the Borrower shall pay to the Bank all
interest owing pursuant to this Agreement in connection with any Revolving Loan
and remaining unpaid and all other amounts owing by the Borrower to the Bank
pursuant to this
<PAGE> 31
- 22 -
Agreement in connection with any Revolving Loan and remaining unpaid.
d. OPTIONAL REPAYMENT IN ADVANCE. Except for any of the
outstanding principal amount of any Revolving Loan included in any Libor Rate
Portion, the Borrower shall have the option of repaying the outstanding
principal amount of any Revolving Loan to the Bank in advance in full or part
at any time and from time to time without any premium or penalty.
e. INTEREST. From and including the date the first
Revolving Loan is made to but not including the date the outstanding principal
amount of each Revolving Loan is repaid in full, the Borrower shall pay to the
Bank interest, calculated on the basis of a 360-day year for the actual number
of days of each year (365 or 366, as applicable), on the aggregate outstanding
principal amounts of all Revolving Loans at a rate per year that shall (i) on
each day beginning before the maturity, whether by acceleration or otherwise,
of such aggregate outstanding principal amounts be (A) except for any Libor
Rate Portion on which interest is being charged pursuant to clause (i)(B) of
this sentence for such day, the rate per year, expressed as a percentage, that
is the Applicable Margin above the rate in effect such day as the Bank's Prime
Rate or (B) for any Libor Rate Portion if such day falls within the Libor Rate
Period for
<PAGE> 32
- 23 -
such Libor Rate Portion, the rate per year, expressed as a percentage and
rounded, if necessary, to the next higher .0625%, that is the rate obtained by
dividing (I) the total of (1) the Applicable Margin and (2) the Libor Rate for
such Libor Rate Period by (II) expressed as a decimal, the difference between
100% and the maximum percentage of reserve requirement (including any
emergency, supplemental or other marginal percentage of reserve requirement)
for such day specified by Regulation D of the Board of Governors of the Federal
Reserve System for the Bank with respect to eurocurrency liabilities and (ii)
on each day subsequent to the last day described in clause (i) of this sentence
be the total of (A) 3% and (B) the rate in effect such subsequent day as the
Bank's Prime Rate; provided, however, that (1) such interest shall not be
charged as provided in clause (i)(B) of this sentence with respect to any Libor
Rate Portion if before the Libor Rate Period Commencement Date on which the
Libor Rate Period for such Libor Rate Portion begins (a) any Governmental
Authority asserts that it is unlawful, or the Bank determines that it is
unlawful, for the Bank to charge interest on such Libor Rate Portion at a rate
determined by reference to the Libor Rate, (b) the Bank determines that United
States dollar deposits in immediately available funds are not available for
such Libor Rate Period to the Bank or any participant in such Libor Rate
Portion to the extent of its interest in such Libor Rate Portion or (c) the
Bank determines that information
<PAGE> 33
- 24 -
necessary to determine the rate to be charged pursuant to such clause (i)(B) is
unavailable, (2) such interest shall cease to be charged as provided in such
clause (i)(B) with respect to any Libor Rate Portion if any Governmental
Authority asserts that it is unlawful, or the Bank determines that it is
unlawful, for the Bank to continue to charge interest on such Libor Rate
Portion at a rate determined by reference to the Libor Rate, (3) in no event
shall such interest be payable at a rate in excess of the maximum rate
permitted by applicable law and (4) solely to the extent necessary to result in
such interest not being payable at a rate in excess of such maximum rate, any
amount that would be treated as part of such interest under a final judicial
interpretation of applicable law shall be deemed to have been a mistake and
automatically canceled and, if received by the Bank, shall be refunded to the
Borrower, it being the intention of the Bank and the Borrower that such
interest not be payable at a rate in excess of such maximum rate. Except as
otherwise provided in Section 2c of this Agreement, (i) a payment of such
interest shall become due on the first day of each calendar month, beginning on
the first day of the first calendar month following the calendar month in which
the first Revolving Loan is made, except for any of such interest payable with
respect to any Libor Rate Portion, and (ii) all of such interest payable with
respect to any Libor Rate Portion shall become due on the day after the last
day in the Libor Rate Period for such Libor Rate Portion.
<PAGE> 34
- 25 -
f. LATE CHARGE. If any of the principal amount of any
Revolving Loan is not repaid, or any interest owing pursuant to this Agreement
in connection with any Revolving Loan is not paid, within ten days after the
date it becomes due, whether by acceleration or otherwise, the Borrower shall
pay to the Bank on demand made by the Bank a late charge of the greater of (i)
5% thereof or (ii) $50.
g. NON-USAGE FEE. For each period (i) beginning on the
date of this Agreement and ending on the last day of the calendar quarter
containing such date, (ii) consisting of a calendar quarter beginning after the
calendar quarter containing the date of this Agreement and ending before the
calendar quarter containing the day before the Revolving Loan Maturity Date or
(iii) beginning on the first day of the calendar quarter containing the day
before the Revolving Loan Maturity Date and ending on such day, the Borrower
shall pay to the Bank on demand made by the Bank a non-usage fee equal to the
product obtained by multiplying (A) the difference between $10,000,000 and the
daily average during such period of the aggregate outstanding principal amounts
of all Revolving Loans first by (B) 1/4% and then by (C) the fraction obtained
by dividing the number of days in such period by 360; provided, however, that
(I) in no event shall there be payable any such non-usage fee that would
result in interest being payable on the outstanding principal amount of any
<PAGE> 35
- 26 -
Revolving Loan at a rate in excess of the maximum rate permitted by applicable
law and (II) solely to the extent necessary to result in such interest not
being payable at a rate in excess of such maximum rate, any amount that would
be treated as part of such interest under a final judicial interpretation of
applicable law shall be deemed to have been a mistake and automatically
canceled and, if received by the Bank, shall be refunded to the Borrower, it
being the intention of the Bank and the Borrower that such interest not be
payable at a rate in excess of such maximum rate.
h. GENERAL PROVISIONS AS TO REPAYMENT AND PAYMENT.
Repayment of the principal amount of each Revolving Loan, payment of all
interest owing pursuant to this Agreement in connection with any Revolving Loan
and payment of all other amounts owing by the Borrower to the Bank pursuant to
this Agreement in connection with any Revolving Loan shall be made in lawful
money of the United States and immediately available funds at the banking
office of the Bank located at One Fountain Plaza, Buffalo, New York, or at such
other office of the Bank as may at any time and from time to time be specified
in any notice given to the Borrower by the Bank. Such repayment or payment
shall be made without any setoff or counterclaim and free and clear of and
without any deduction or withholding for any tax, assessment, fee, charge, fine
or penalty imposed by any Governmental
<PAGE> 36
- 27 -
Authority; provided, however, that, if such deduction or withholding is
required by any Law, (i) such repayment or payment shall include such
additional amount as necessary to result in the net amount of such repayment or
payment after such deduction or withholding not being less than the amount of
such repayment or payment without such deduction or withholding, (ii) the
Borrower shall make such deduction or withholding and (iii) the Borrower shall
pay the amount of such deduction or withholding as required by such Law. No
such repayment or payment shall be deemed to have been received by the Bank
until received by the Bank at the office of the Bank determined in accordance
with the second preceding sentence, and any such repayment or payment received
by the Bank at such office after 2:00 P.M. eastern United States time on any
day shall be deemed to have been received by the Bank at the time such office
opens for business on the next business day of the Bank. If the time by which
any of the principal amount of any Revolving Loan is to be repaid is extended
by operation of law or otherwise, the Borrower shall pay interest on the
outstanding portion thereof during such period of extension as provided in
Section 2e of this Agreement.
i. LIBOR RATE ELECTION. At any time and from time to
time, the Borrower may irrevocably make a Libor Rate Election that specifies
(i) a business day of the Bank that is to be the Libor Rate Period Commencement
Date for the Libor Rate Period
<PAGE> 37
- 28 -
elected pursuant to such Libor Rate Election, (ii) whether a one-month,
two-month or three-month option is elected as to the length of such Libor Rate
Period and (iii) expressed as a dollar amount, (A) any portion of the principal
amount of any Revolving Loan requested to be made on such Libor Rate Period
Commencement Date to which such Libor Rate Election relates and (B) any portion
of the aggregate outstanding principal amounts of all Revolving Loans made or
requested to be made prior to such Libor Rate Period Commencement Date to which
such Libor Rate Election relates; provided, however, that (I) such Libor Rate
Period may not extend beyond the Revolving Loan Maturity Date, (II) such Libor
Rate Election may not change any election made pursuant to any prior Libor Rate
Election and (III) such Libor Rate Election need not be honored by the Bank if
(1) such Libor Rate Election is received by the Bank more than five or less
than three business days of the Bank before such Libor Rate Period Commencement
Date, (2) any Event of Default occurs or exists before the time such Libor Rate
Election is received by the Bank or exists at such time or (3) the total of the
dollar amounts specified in clause (iii) of this sentence is not at least
$100,000. Each Libor Rate Period shall end on the day before the anniversary
of such Libor Rate Period Commencement Date corresponding to the option elected
pursuant to such Libor Rate Election (E.G., one-month, two-month or three-month
anniversary) or, if such anniversary is not a business day of the Bank, on the
<PAGE> 38
- 29 -
day before the first day following such anniversary that is such a business
day. The Bank may rely upon, and the Borrower shall be bound by, any oral
(including, but not limited to, telephonic), written (including, but not
limited to, facsimile) or other Libor Rate Election relating to any Revolving
Loan that the Bank believes in good faith to be valid and to have been made on
behalf of the Borrower by any officer of the Borrower, and the Bank shall not
incur any liability to the Borrower or any other Person as a direct or indirect
result of honoring such Libor Rate Election.
j. EXTENSION OF REVOLVING LOAN MATURITY DATE. At least 30
but not more than 90 days before the Revolving Loan Maturity Date, the Borrower
may request that the Revolving Loan Maturity Date be extended for one year by
executing and delivering to the Bank an extension request in the form of
Exhibit B attached to and made a part of this Agreement. If prior to the
Revolving Loan Maturity Date the Bank executes and delivers to the Borrower
such extension request, the Revolving Loan Maturity Date shall automatically be
extended to the date specified in such extension request. If the Bank does not
so execute and deliver such extension request, the Revolving Loan Maturity Date
shall remain the same.
3. TERM LOAN I.
<PAGE> 39
- 30 -
a. MAKING AND OBTAINING TERM LOAN I. Upon and subject
to each term and condition of this Agreement, the Borrower shall obtain Term
Loan I from the Bank, and the Bank shall make Term Loan I to the Borrower. The
principal amount of Term Loan I shall be $5,000,000.
b. TERMINATION OF OBLIGATION. Any obligation of the
Bank to make Term Loan I shall terminate no later than June 30, 1996.
c. REPAYMENT. The Borrower shall repay the principal
amount of Term Loan I to the Bank in 60 installments, with the first of such
installments to become due on the first day of the first calendar month after
the calendar month in which Term Loan I is made and one of such installments to
become due on the first day of each succeeding calendar month through the first
day of the sixtieth calendar month after the calendar month in which Term Loan
I is made, when the Borrower shall repay the outstanding principal amount of
Term Loan I to the Bank and pay to the Bank all interest owing pursuant to this
Agreement in connection with Term Loan I and remaining unpaid and all other
amounts owing by the Borrower to the Bank pursuant to this Agreement in
connection with Term Loan I and remaining unpaid. Each of the first 59 of such
installments shall be $83,333.33, and the last of such installments shall be
$83,333.53.
<PAGE> 40
- 31 -
d. OPTIONAL REPAYMENT IN ADVANCE. The Borrower shall
have the option of repaying the outstanding principal amount of Term Loan I to
the Bank in advance in full or part at any time and from time to time;
provided, however, that (i) the amount of any such repayment in part shall be
an integral multiple of $10,000, (ii) upon making any such repayment in full
the Borrower shall pay to the Bank all interest owing pursuant to this
Agreement in connection with Term Loan I and remaining unpaid and all other
amounts owing by the Borrower to the Bank pursuant to this Agreement in
connection with Term Loan I and remaining unpaid and (iii) if interest is
charged on the outstanding principal amount of Term Loan I pursuant to clause
(i)(B) of the first sentence of Section 3e of this Agreement, (A) upon making
any such repayment in full or part before the date the twelfth installment of
principal payable in connection with Term Loan I is scheduled to become due the
Borrower shall pay to the Bank a premium of 5% thereof, (B) upon making any
such repayment in full or part on or after the date the twelfth such
installment is scheduled to become due and before the date the twenty-fourth
such installment is scheduled to become due the Borrower shall pay to the Bank
a premium of 4% thereof, (C) upon making any such repayment in full or part on
or after the date the twenty-fourth such installment is scheduled to become
due and before the date the thirty-sixth such installment is scheduled to
become due the Borrower shall pay to the Bank a premium of 3% thereof, (D) upon
<PAGE> 41
- 32 -
making any such repayment in full or part on or after the date the thirty-sixth
such installment is scheduled to become due and before the date the
forty-eighth such installment is scheduled to become due the Borrower shall pay
to the Bank a premium of 2% thereof and (E) upon making any such repayment in
full or part on or after the date the forty-eighth such installment is
scheduled to become due the Borrower shall pay to the Bank a premium of 1%
thereof. Each such repayment in part shall be applied to the installments of
the principal amount of Term Loan I in the inverse order of such installments
becoming due.
e. INTEREST. From and including the date Term Loan I is
made to but not including the date the outstanding principal amount of Term
Loan I is repaid in full, the Borrower shall pay to the Bank interest,
calculated on the basis of a 360-day year for the actual number of days of each
year (365 or 366, as applicable), on such outstanding principal amount at a
rate per year that shall (i) on each day beginning before the maturity, whether
by acceleration or otherwise, of such outstanding principal amount be, as
selected by the Borrower before Term Loan I is made, (A) the total of (I) 1/2%
and (II) the rate in effect such day as the Bank's Prime Rate or (B) the total
of (I) 3% and (II) the most recent rate (as published by THE WALL STREET
JOURNAL or, if not so published, as determined by the Bank in the sole
discretion of the Bank) available two business days of the
<PAGE> 42
- 33 -
Bank before the date Term Loan I is made of the yield on United States Treasury
obligations adjusted to a constant maturity of five years and (ii) on each day
subsequent to the last day described in clause (i) of this sentence be the
total of (A) 3% and (B) the rate in effect such subsequent day as the Bank's
Prime Rate; provided, however, that (A) in no event shall such interest be
payable at a rate in excess of the maximum rate permitted by applicable law and
(B) solely to the extent necessary to result in such interest not being payable
at a rate in excess of such maximum rate, any amount that would be treated as
part of such interest under a final judicial interpretation of applicable law
shall be deemed to have been a mistake and automatically canceled and, if
received by the Bank, shall be refunded to the Borrower, it being the intention
of the Bank and the Borrower that such interest not be payable at a rate in
excess of such maximum rate. Except as otherwise provided in Section 3c or 3d
of this Agreement, payments of such interest shall become due on the first day
of each calendar month, beginning on the first day of the first calendar month
after the calendar month in which Term Loan I is made.
f. COMMITMENT FEE. Upon the execution and delivery to the
Bank of this Agreement by the Borrower, the Borrower shall pay to the Bank in
connection with Term Loan I a commitment fee of $25,000.
<PAGE> 43
- 34 -
g. LATE CHARGE. If any of the principal amount of Term
Loan I is not repaid, or any interest owing pursuant to this Agreement in
connection with Term Loan I is not paid, within ten days after the date it
becomes due, whether by acceleration or otherwise, the Borrower shall pay to
the Bank on demand made by the Bank a late charge of the greater of (i) 5%
thereof or (ii) $50.
h. GENERAL PROVISIONS AS TO REPAYMENT AND PAYMENT.
Repayment of the principal amount of Term Loan I, payment of all interest owing
pursuant to this Agreement in connection with Term Loan I and payment of all
other amounts owing by the Borrower to the Bank pursuant to this Agreement in
connection with Term Loan I shall be made in lawful money of the United States
and immediately available funds at the banking office of the Bank located at
One Fountain Plaza, Buffalo, New York, or at such other office of the Bank as
may at any time and from time to time be specified in any notice given to the
Borrower by the Bank. Such repayment or payment shall be made without any
setoff or counterclaim and free and clear of and without any deduction or
withholding for any tax, assessment, fee, charge, fine or penalty imposed by
any Governmental Authority; provided, however, that, if such deduction or
withholding is required by any Law, (i) such repayment or payment shall include
such additional amount as is necessary to result in the net amount of such
repayment or
<PAGE> 44
- 35 -
payment after such deduction or withholding not being less than the amount of
such repayment or payment without such deduction or withholding, (ii) the
Borrower shall make such deduction or withholding and (iii) the Borrower shall
pay the amount of such deduction or withholding as required by such Law. No
such repayment or payment shall be deemed to have been received by the Bank
until received by the Bank at the office of the Bank determined in accordance
with the second preceding sentence, and any such repayment or payment received
by the Bank at such office after 2:00 P.M. eastern United States time on any
day shall be deemed to have been received by the Bank at the time such office
opens for business on the next business day of the Bank. If the time by which
any of the principal amount of Term Loan I is to be repaid is extended by
operation of law or otherwise, the Borrower shall pay interest on the
outstanding portion thereof during such period of extension as provided in
Section 3e of this Agreement.
4. TERM LOAN II.
a. MAKING AND OBTAINING TERM LOAN II. Upon and subject
to each term and condition of this Agreement, on the Revolving Loan Maturity
Date, the Bank shall make Term Loan II to the Borrower, and the Borrower shall
obtain Term Loan II from the Bank. The principal amount of Term Loan II shall
be equal to the
<PAGE> 45
- 36 -
lesser of (i) the aggregate outstanding principal amounts of all Revolving
Loans or (ii) $10,000,000.
b. REPAYMENT. The Borrower shall repay the principal
amount of Term Loan II to the Bank in 48 installments, with the first of such
installments to become due on the first day of the first calendar month after
the calendar month in which Term Loan II is made and one of such installments
to become due on the first day of each succeeding calendar month through the
first day of the forty-eighth calendar month after the calendar month in which
Term Loan II is made, when the Borrower shall repay the outstanding principal
amount of Term Loan II to the Bank and pay to the Bank all interest owing
pursuant to this Agreement in connection with Term Loan II and remaining unpaid
and all other amounts owing by the Borrower to the Bank pursuant to this
Agreement in connection with Term Loan II and remaining unpaid. Such
installments shall either be equal in amount or consist of installments equal
in amount followed by one installment as nearly equal in amount to the others
as possible.
c. OPTIONAL REPAYMENT IN ADVANCE. The Borrower shall
have the option of repaying the outstanding principal amount of Term Loan II to
the Bank in advance in full or part at any time and from time to time;
provided, however, that (i) the amount of any such repayment in part shall be
an integral multiple of
<PAGE> 46
- 37 -
$10,000, (ii) upon making any such repayment in full the Borrower shall pay to
the Bank all interest owing pursuant to this Agreement in connection with Term
Loan II and remaining unpaid and all other amounts owing by the Borrower to the
Bank pursuant to this Agreement in connection with Term Loan II and remaining
unpaid and (iii) if interest is charged on the outstanding principal amount of
Term Loan II pursuant to clause (i)(B) of the first sentence of Section 4d of
this Agreement, (A) upon making any such repayment in full or part before the
date the twelfth installment of principal payable in connection with Term Loan
II is scheduled to become due the Borrower shall pay to the Bank a premium of
4% thereof, (B) upon making any such repayment in full or part on or after the
date the twelfth such installment is scheduled to become due and before the
date the twenty-fourth such installment is scheduled to become due the Borrower
shall pay to the Bank a premium of 3% thereof, (C) upon making any such
repayment in full or part on or after the date the twenty-fourth such
installment is scheduled to become due and before the date the thirty-sixth
such installment is scheduled to become due the Borrower shall pay to the Bank
a premium of 2% thereof and (D) upon making any such repayment in full or part
on or after the date the thirty-sixth such installment is scheduled to become
due the Borrower shall pay to the Bank a premium of 1% thereof. Each such
repayment in part shall be applied to the installments of
<PAGE> 47
- 38 -
the principal amount of Term Loan II in the inverse order of such installments
becoming due.
d. INTEREST. From and including the date Term Loan II
is made to but not including the date the outstanding principal amount of Term
Loan II is repaid in full, the Borrower shall pay to the Bank interest,
calculated on the basis of a 360-day year for the actual number of days of each
year (365 or 366, as applicable), on such outstanding principal amount at a
rate per year that shall (i) on each day beginning before the maturity, whether
by acceleration or otherwise, of such outstanding principal amount be, as
selected by the Borrower before Term Loan II is made, (A) the total of (I) 1/2%
and (II) the rate in effect such day as the Bank's Prime Rate or (B) the total
of (I) 3% and (II) the most recent rate (as published by THE WALL STREET
JOURNAL or, if not so published, as determined by the Bank in the sole
discretion of the Bank) available two business days of the Bank before the date
Term Loan II is made of the yield on United States Treasury obligations
adjusted to a constant maturity of four years and (ii) on each day subsequent
to the last day described in clause (i) of this sentence be the total of (A) 3%
and (B) the rate in effect such subsequent day as the Bank's Prime Rate;
provided, however, that (A) in no event shall such interest be payable at a
rate in excess of the maximum rate permitted by applicable law and (B) solely
to the extent
<PAGE> 48
- 39 -
necessary to result in such interest not being payable at a rate in excess of
such maximum rate, any amount that would be treated as part of such interest
under a final judicial interpretation of applicable law shall be deemed to have
been a mistake and automatically canceled and, if received by the Bank, shall
be refunded to the Borrower, it being the intention of the Bank and the
Borrower that such interest not be payable at a rate in excess of such maximum
rate. Except as otherwise provided in Section 4b or 4c of this Agreement,
payments of such interest shall become due on the first day of each calendar
month, beginning on the first day of the first calendar month after the
calendar month in which Term Loan II is made.
e. COMMITMENT FEE. Upon the execution and delivery to the
Bank of this Agreement by the Borrower, the Borrower shall pay to the Bank in
connection with Term Loan II a commitment fee of $15,000.
f. LATE CHARGE. If any of the principal amount of Term
Loan II is not repaid, or any interest owing pursuant to this Agreement in
connection with Term Loan II is not paid, within ten days after the date it
becomes due, whether by acceleration or otherwise, the Borrower shall pay to
the Bank on demand made by the Bank a late charge of the greater of (i) 5%
thereof or (ii) $50.
<PAGE> 49
- 40 -
g. GENERAL PROVISIONS AS TO REPAYMENT AND PAYMENT.
Repayment of the principal amount of Term Loan II, payment of all interest
owing pursuant to this Agreement in connection with Term Loan II and payment
of all other amounts owing by the Borrower to the Bank pursuant to this
Agreement in connection with Term Loan II shall be made in lawful money of the
United States and immediately available funds at the banking office of the Bank
located at One Fountain Plaza, Buffalo, New York, or at such other office of
the Bank as may at any time and from time to time be specified in any notice
given to the Borrower by the Bank. Such repayment or payment shall be made
without any setoff or counterclaim and free and clear of and without any
deduction or withholding for any tax, assessment, fee, charge, fine or penalty
imposed by any Governmental Authority; provided, however, that, if such
deduction or withholding is required by any Law, (i) such repayment or payment
shall include such additional amount as is necessary to result in the net
amount of such repayment or payment after such deduction or withholding not
being less than the amount of such repayment or payment without such deduction
or withholding, (ii) the Borrower shall make such deduction or withholding and
(iii) the Borrower shall pay the amount of such deduction or withholding as
required by such Law. No such repayment or payment shall be deemed to have
been received by the Bank until received by the Bank at the office of the Bank
determined in accordance with the second preceding
<PAGE> 50
- 41 -
sentence, and any such repayment or payment received by the Bank at such office
after 2:00 P.M. eastern United States time on any day shall be deemed to have
been received by the Bank at the time such office opens for business on the
next business day of the Bank. If the time by which any of the principal
amount of Term Loan II is to be repaid is extended by operation of law or
otherwise, the Borrower shall pay interest on the outstanding portion thereof
during such period of extension as provided in Section 4d of this Agreement.
5. PREREQUISITES TO LOAN. The obligation of the Bank to
make any Loan shall be conditioned upon the following:
a. NO DEFAULT. (i) There not having occurred or existed
at any time during the period beginning on the date of this Agreement and
ending at the time such Loan is to be made and there not existing at the time
such Loan is to be made any Event of Default that has not been waived by the
Bank in writing or cured or Potential Event of Default and (ii) the Bank not
believing in good faith that any Event of Default or Potential Event of Default
has so occurred or existed, so exists or, if such Loan is made, will occur or
exist;
b. REPRESENTATIONS AND WARRANTIES. (i) Each
representation and warranty made in this Agreement being true and
<PAGE> 51
- 42 -
correct in each material respect as of the date of this Agreement and, except
to the extent updated in a certificate executed by the President or a Vice
President of Comptek Research, the President or a Vice President of the
Borrower and the chief financial officer of Comptek Research and received by
the Bank before the time such Loan is to be made, as of such time, (ii) each
other representation and warranty made to the Bank by or on behalf of any
Related Entity or Other Obligor before the time such Loan is to be made being
true and correct in each material respect as of the date thereof, (iii) each
financial statement provided to the Bank by or on behalf of any Related Entity
or Other Obligor before the time such Loan is to be made being true and correct
in each material respect as of the date thereof and (iv) the Bank not believing
in good faith that (A) any such representation or warranty, except to the
extent so updated, was or is other than true and correct in each material
respect as of any date or time of determination of the truth or correctness
thereof, (B) any event or condition the occurrence, non-occurrence, existence
or non-existence of which is a subject of any such representation or warranty
would or might have any Material Adverse Effect or (C) any such financial
statement was other than true and correct in each material respect as of the
date thereof;
<PAGE> 52
- 43 -
c. PROCEEDINGS. The Bank being satisfied as to each
corporate or other proceeding in connection with any transaction contemplated
by this Agreement; and
d. RECEIPT BY BANK. The receipt by the Bank at or
before the time such Loan is to be made of the following, in form and substance
satisfactory to the Bank:
i. If such Loan is the first Revolving Loan, a Revolving Loan
Note, appropriately completed and duly executed by the Borrower;
ii. If such Loan is Term Loan I, a Term Loan I Note,
appropriately completed and duly executed by the Borrower;
iii. If such Loan is Term Loan II, a Term Loan II Note,
appropriately completed and duly executed by the Borrower;
iv. If such Loan is a Revolving Loan, a request for such Loan
determined by the Bank to meet the requirements for such a request set forth in
Section 2a of this Agreement;
v. If such Loan is the first Loan, Continuing, Absolute and
Unconditional Guaranty Agreements, appropriately completed and duly executed by
Comptek Research and Comptek
<PAGE> 53
- 44 -
Research International Corp., guaranteeing, without any limitation as to
amount, the payment of all indebtedness and other obligations of the Borrower
to the Bank, whether now existing or hereafter arising or accruing, and (B)
whether or not such Loan is the first Loan, evidence that neither any such
Continuing, Absolute and Unconditional Guaranty Agreement nor any guaranty
agreement referred to in clause (i) of Section 7q of this Agreement has been
terminated as provided therein;
vi. (A) If such Loan is the first Loan, General Security
Agreements, appropriately completed and duly executed by the Borrower, Comptek
Research and Comptek Research International Corp., securing, without any
limitation as to amount, the payment of all indebtedness and other obligations
of the Borrower to the Bank, whether now existing or hereafter arising or
accruing, and (B) whether or not such Loan is the first Loan, evidence that
neither any such General Security Agreement nor any security agreement referred
to in clause (ii) of Section 7q of this Agreement has been terminated as
provided therein;
vii. (A) If such Loan is the first Loan, Patent Collateral
Assignment and Security Agreements, appropriately completed and duly executed
by the Borrower and Comptek Research, securing, without any limitation as to
amount, the payment of all indebtedness and other obligations of the Borrower
to the Bank,
<PAGE> 54
- 45 -
whether now existing or hereafter arising or accruing, and covering, among
other assets, all patents and applications for patents of such Related Entity
and (B) whether or not such Loan is the first Loan, evidence that neither any
such Patent Collateral Assignment and Security Agreement nor any patent
collateral assignment and security agreement referred to in clause (iii) of
Section 7q of this Agreement has been terminated as provided therein;
viii. (A) If such Loan is the first Loan, Trademark Collateral
Assignment and Security Agreements, appropriately completed and duly executed
by Comptek Research, securing, without any limitation as to amount, the payment
of all indebtedness and other obligations of the Borrower to the Bank, whether
now existing or hereafter arising or accruing, and covering, among other
assets, all trademarks and applications for trademarks of such Related Entity
and (B) whether or not such Loan is the first Loan, evidence that neither any
such Trademark Collateral Assignment and Security Agreement nor any trademark
collateral assignment and security agreement referred to in clause (iv) of
Section 7q of this Agreement has been terminated as provided therein;
ix. If such Loan is the first Loan, an opinion of Christopher A.
Head, internal counsel to the Borrower;
<PAGE> 55
- 46 -
x. If such Loan is the first Loan, a certificate executed by the
President or a Vice President of Comptek Research, the President or Vice
President of the Borrower and the chief financial officer of Comptek Research
and stating that (A) there did not occur or exist at any time during the period
beginning on the date of this Agreement and ending at the time such Loan is to
be made and there does not exist at the time such Loan is to be made any Event
of Default or Potential Event of Default and (B) each representation and
warranty made in this Agreement was true and correct in each material respect
as of all times during the period beginning on the date of this Agreement and
ending at the time such Loan is to be made and is true and correct in each
material respect as of the time such Loan is to be made, except to the extent
updated in a certificate executed by the President or a Vice President of
Comptek Research, the President or Vice President of the Borrower and the chief
financial officer of Comptek Research and received by the Bank before the time
such Loan is to be made;
xi. If such Loan is the first Loan, evidence that each Related
Entity is at the time such Loan is to be made (A) in good standing under the
law of the jurisdiction in which it is organized and (B) duly qualified and in
good standing as a foreign Person of its type authorized to do business in each
jurisdiction in which such qualification is necessary;
<PAGE> 56
- 47 -
xii. If such Loan is the first Loan, a copy of each certificate
or articles of incorporation or organization, by-laws, operating or partnership
agreement or other charter, organizational or governing document of each
Related Entity certified by its Secretary or a Person having functions with
respect to it similar to those of the Secretary of a corporation to be complete
and accurate at the time such Loan is to be made;
xiii. If such Loan is the first Loan, evidence of the taking and
the continuation in full force and effect at the time such Loan is to be made
of each corporate or other action of any Related Entity necessary to authorize
the obtaining of all Loans by the Borrower, the execution, delivery to the Bank
and performance of each Loan Document by each Person other than the Bank who or
that is contemplated by such Loan Document as a party thereto and the
imposition or creation of each security interest, mortgage and other lien and
encumbrance imposed or created pursuant to any Loan Document;
xiv. If such Loan is the first Loan, evidence (A) that no asset
subject to any security interest, mortgage or other lien or encumbrance
pursuant to any Loan Document is at the time such Loan is to be made subject to
any other security interest, mortgage or other lien or encumbrance, except for
Permitted Liens, and (B) of the making of each recording and filing, and
<PAGE> 57
- 48 -
the taking of each other action, deemed necessary or desirable by the Bank at
the sole option of the Bank to perfect or otherwise establish, preserve or
protect the priority of any such security interest, mortgage or other lien or
encumbrance;
xv. If such Loan is the first Loan, evidence that each
requirement contained in any Loan Document with respect to insurance is being
met at the time such Loan is to be made;
xvi. Each additional agreement, instrument and other writing
(including, but not limited to, (A) each agreement, instrument and other
writing intended to be filed or recorded with any Governmental Authority to
perfect or otherwise establish, preserve or protect the priority of any
security interest, mortgage or other lien or encumbrance created or imposed
pursuant to any Loan Document and (B) if such Loan is not the first Loan, each
item referred to in any of clauses (i) through (xv) of this Section 5d)
required by any Loan Document or deemed necessary or desirable by the Bank at
the sole option of the Bank; and
xvii. Payment of all costs and expenses payable pursuant to Section
10a of this Agreement at or before the time such Loan is to be made.
<PAGE> 58
- 49 -
6. REPRESENTATIONS AND WARRANTIES. Except as fully and
accurately described in Exhibit A attached to and made a part of this
Agreement, the Borrower represents and warrants to the Bank, and, except to the
extent updated in a certificate executed by the President or a Vice President
of Comptek Research, the President or a Vice President of the Borrower and the
chief financial officer of Comptek Research and received by the Bank before the
time any Loan is made, the Borrower shall be deemed to represent and warrant to
the Bank as of such time, as follows:
a. USE OF PROCEEDS. The proceeds of each Revolving
Loan will be used only for working capital of the Borrower, except that the
proceeds of a Revolving Loan in an original principal amount of up to
$2,000,000 will be used by the Borrower only to pay existing indebtedness of
Advanced Systems Development, Inc. The proceeds of Term Loan I will be used
only to pay existing indebtedness of Advanced Systems Development, Inc. The
proceeds of Term Loan II will be used only to pay the outstanding principal
amounts of all Revolving Loans.
b. SUBSIDIARIES; AFFILIATES. Neither the Borrower nor
Comptek Research has (i) any Subsidiary or (ii) any Affiliate that is not an
individual.
<PAGE> 59
- 50 -
c. GOOD STANDING; QUALIFICATION; AUTHORITY. Each
Related Entity (i) is duly organized, validly existing and in good standing
under the law of the jurisdiction in which it is organized, (ii) is duly
qualified and in good standing as a foreign Person of its type authorized to do
business in each jurisdiction in which such qualification is necessary and
(iii) has the power and authority to conduct its business and operations as now
and as anticipated that its business and operations will hereafter be
conducted, own each of its assets and use each of its assets as now and as
anticipated that such asset will hereafter be used.
d. CONTROL. There is no Person other than all Related
Entities who or that, insofar as any Related Entity has knowledge or reason to
know, has (i) Control over any Related Entity or (ii) the right pursuant to any
agreement with any Person having such Control to acquire such Control.
e. COMPLIANCE. The present and anticipated conduct of
the business and operations of each Related Entity, the present and anticipated
ownership and use of each asset of each Related Entity, the present and
anticipated use of each asset leased by any Related Entity as a lessee and the
generation, treatment, storage, recycling, transportation and disposal by any
Related Entity of any Hazardous Material are in compliance in
<PAGE> 60
- 51 -
each material respect with each applicable Law (including, but not limited to,
each applicable Environmental Law). Each authorization, certification,
certificate, approval, permit, consent, franchise and license from,
registration and filing with, declaration, report and notice to and other act
by or relating to any Person necessary for the present or anticipated conduct
of the business or operations of any Related Entity, the present or anticipated
ownership or use of any asset of any Related Entity, the present or anticipated
use of any asset leased by any Related Entity as a lessee or the generation,
treatment, storage, recycling, transportation or disposal by any Related Entity
of any Hazardous Material has been duly obtained, made, given or done and is in
full force and effect. Each Related Entity is in compliance in each material
respect with (i) each such authorization, certification, certificate, approval,
permit, consent, franchise and license with respect to it, (ii) each
certificate or articles of incorporation or organization, by-laws, operating or
partnership agreement or other charter, organizational or governing document of
it and (iii) each agreement and instrument to which it is a party or by which
it or any of its assets is bound.
f. ENVIRONMENTAL MATTERS. To the best of the knowledge
of each Related Entity after due inquiry:
<PAGE> 61
- 52 -
i. There has not been any Release or threatened Release of any
Hazardous Material at, in, on or under any property now or previously owned,
leased as a lessee or used by any Related Entity that, whether alone or
together with any other such Release or threatened Release or other such
Releases and threatened Releases, has had or (so far as any Related Entity can
foresee) will or might have any Material Adverse Effect;
ii. No property now or previously owned, leased as a lessee or
used by any Related Entity and no property to or from which any Related Entity
has transported or arranged for the transportation of any Hazardous Material
has been listed or proposed for listing on the National Priorities List
pursuant to CERCLA, the Comprehensive Environmental Response, Compensation and
Liability Information System or any other list of sites requiring investigation
or clean-up that is maintained by any Governmental Authority, except for any
such listing that could not have any Material Adverse Effect;
iii. There is no active or abandoned underground storage tank at,
in, on or under any property now or previously owned, leased as a lessee or
used by any Related Entity that, whether alone or together with any other such
storage tank or other such storage tanks, has had or (so far as any Related
<PAGE> 62
- 53 -
Entity can foresee) will or might have any Material Adverse Effect;
iv. There is no polychlorinated biphenyl or friable asbestos
present at, in, on or under any property now or previously owned, leased as a
lessee or used by any Related Entity that, whether alone or together with any
other such polychlorinated biphenyl, other such polychlorinated biphenyls or any
other friable asbestos, has had or (so far as any Related Entity can foresee)
will or might have any Material Adverse Effect; and
v. There exists no condition at, in, on or under any
property now or previously owned, leased as a lessee or used by any Related
Entity that, after notice, lapse of time or both notice and lapse of time,
would or might give rise to any material liability under any Environmental Law.
g. LEGALITY. The obtaining of each Loan by the Borrower
(i) is and will be in furtherance of the purposes of the Borrower and within
the power and authority of the Borrower, (ii) does not and will not (A) violate
or result in any violation of any Law or any judgment, order or award of any
Governmental Authority or arbitrator or (B) violate, result in any violation
of, constitute (whether immediately or after notice, lapse of
<PAGE> 63
- 54 -
time or both notice and lapse of time) any default under or result in or
require the imposition or creation of any security interest in or mortgage or
other lien or encumbrance upon any asset of the Borrower pursuant to (I) the
certificate or articles of incorporation or other charter document of the
Borrower, (II) the by-laws or other organizational document of the Borrower,
(III) any shareholder agreement, voting trust or similar arrangement applicable
to any stock of the Borrower, (IV) any resolution or other action of record of
the shareholders or board of directors of the Borrower or (V) any agreement or
instrument to which the Borrower is a party or by which the Borrower or any
asset of the Borrower is bound and (iii) has been duly authorized by each
necessary action of the shareholders or board of directors of the Borrower.
The execution, delivery to the Bank and performance of each Loan Document by
each Person other than the Bank who or that is contemplated by such Loan
Document as a party thereto and the imposition or creation of each security
interest, mortgage and other lien and encumbrance imposed or created pursuant
thereto (i) do not and will not (A) violate or result in any violation of any
Law or any judgment, order or award of any Governmental Authority or arbitrator
or (B) violate, result in any violation of, constitute (whether immediately or
after notice, lapse of time or both notice and lapse of time) any default under
or, other than pursuant to any Loan Document, result in or require the
imposition or creation of any security
<PAGE> 64
- 55 -
interest in or mortgage or other lien or encumbrance upon any asset of such
Person pursuant to any agreement or instrument to which such Person is a party
or by which such Person or any asset of such Person is bound and (ii) if such
Person is not an individual, (A) are and will be in furtherance of the purposes
of such Person and within the power and authority of such Person, (B) do not
and will not violate, result in any violation of or result in or require the
imposition or creation of any security interest in or mortgage or other lien or
encumbrance upon any asset of such Person pursuant to (I) any certificate or
articles of incorporation or organization, by-laws, operating or partnership
agreement or other charter, organizational or governing document of such
Person, (II) any shareholder agreement, voting trust or similar arrangement
applicable to any stock of or other ownership interest in such Person or (III)
any resolution or other action of record of any such shareholders or members of
such Person, any board of directors or trustees of such Person or any other
Person responsible for governing such Person and (C) have been duly authorized
by each necessary action of any such shareholders, members, board of directors
or trustees or other Person. Each authorization, certification, certificate,
approval, permit, consent, franchise and license from, registration and filing
with, declaration, report and notice to and other act by or relating to any
Person required as a condition of the obtaining of any Loan by the Borrower,
the
<PAGE> 65
- 56 -
execution, delivery to the Bank or performance of any Loan Document by any
Person other than the Bank who or that is contemplated by such Loan Document as
a party thereto or the imposition or creation of any security interest,
mortgage or other lien or encumbrance imposed or created pursuant to any Loan
Document has been duly obtained, made, given or done and is in full force and
effect. Each Loan Document has been duly executed and delivered to the Bank by
each Person other than the Bank who or that is contemplated by such Loan
Document as a party thereto.
h. FISCAL YEAR. The fiscal year of each Related Entity
other than Comptek Research International Corp. is the year ending March 31.
The fiscal year of Comptek Research International Corp. is the year ending
April 30.
i. FINANCIAL INFORMATION. The Borrower has heretofore
delivered to the Bank a copy of Form 10-Q Report of Comptek Research filed with
the Securities and Exchange Commission on February 14, 1996 and a copy of each
of the following financial statements:
i. Audited consolidated statements of income and cash
flows of Comptek Research for its fiscal year ended March 31, 1995;
<PAGE> 66
- 57 -
ii. An audited consolidated balance sheet of Comptek Research
dated as of March 31, 1995;
iii. Unaudited consolidated statements of income and cash flows of
Comptek Research for its fiscal quarter ended December 29, 1995;
iv. An unaudited consolidated balance sheet of Comptek Research
dated as of December 29, 1995;
v. Audited consolidated statements of income and cash flows of
Advanced Systems Development, Inc. for its fiscal year ended September 30,
1995; and
iv. An audited consolidated balance sheet of Advanced Systems
Development, Inc. dated as of September 30, 1995.
Each such financial statement of Comptek Research (i) is correct and complete
in each material respect, (ii) is in accordance with the records of each
Related Entity, (iii) presents fairly (subject to normal and nonmaterial
year-end adjustments if the fiscal period covered thereby is not a fiscal year
of Comptek Research or the date thereof is not the last day of such a fiscal
year) the results of the consolidated operations and consolidated cash flows of
Comptek Research for the fiscal period covered
<PAGE> 67
- 58 -
thereby, or the consolidated financial position of Comptek Research as of the
date thereof, in conformity with generally accepted accounting principles
applied consistently with the application of such principles with respect to
the preceding fiscal period of Comptek Research and (iv) if a balance sheet,
reflects each indebtedness and other obligation of any Related Entity as of the
date thereof that has had or (so far as any Related Entity can foresee) will or
might have any Material Adverse Effect. To the best of the knowledge of each
Related Entity after due inquiry, each such financial statement of Advanced
Systems Development, Inc. (i) is correct and complete in each material respect,
(ii) is in accordance with the records of Advanced Systems Development, Inc.,
(iii) presents fairly (subject to normal and nonmaterial year-end adjustments
if the fiscal period covered thereby is not a fiscal year of Advanced Systems
Development, Inc. or the date thereof is not the last day of such a fiscal
year) the results of the consolidated operations and consolidated cash flows of
Advanced Systems Development, Inc. for the fiscal period covered thereby, or
the consolidated financial position of Advanced Systems Development, Inc. as of
the date thereof, in conformity with generally accepted accounting principles
applied consistently with the application of such principles with respect to
the preceding fiscal period of Advanced Systems Development, Inc. and (iv) if a
balance sheet, reflects each indebtedness and other obligation of Advanced
<PAGE> 68
- 59 -
Systems Development, Inc. as of the date thereof that has had or (so far as
Advanced Systems Development, Inc. could foresee) will or might have any
Material Adverse Effect.
j. MATERIAL ADVERSE EFFECTS; DISTRIBUTIONS. Since
February 14, 1996, (i) there has not occurred or existed any event or condition
that has had or (so far as any Related Entity can foresee) will or might have
any Material Adverse Effect, and (ii) no Related Entity has declared, paid,
made or agreed or otherwise incurred any obligation to declare, pay or make any
Distribution.
k. TAX RETURNS AND PAYMENTS. Each Related Entity has
duly (i) filed each tax return required to be filed by it and (ii) paid or
caused to be paid each tax, assessment, fee, charge, fine and penalty that has
been imposed by any Governmental Authority upon it or any of its assets, income
and franchises and has become due.
l. CERTAIN INDEBTEDNESS. No Related Entity has any
indebtedness or other obligation (i) arising from the borrowing of any money or
the deferral of the payment of the purchase price of any asset or (ii) pursuant
to any guaranty or other contingent obligation (including, but not limited to,
any obligation to (A) maintain the net worth of any other Person, (B) purchase
or
<PAGE> 69
- 60 -
otherwise acquire or assume any indebtedness or other obligation or (C) provide
funds for or otherwise assure the payment of any indebtedness or other
obligation, whether by means of any investment, by means of any purchase, sale
or other acquisition or disposition of any asset or service or otherwise),
except for indebtedness and other obligations (I) to the Bank, (II)
constituting unsecured normal trade debt incurred upon customary terms in the
ordinary course of its business or (III) arising from the endorsement in the
ordinary course of its business of any check or other negotiable instrument for
deposit or collection.
m. PENSION OBLIGATIONS. No Pension Plan was or is a
multiemployer plan, as such term is defined in Section 3(37) of ERISA. The
present value of all benefits vested under any Pension Plan does not exceed the
value of the assets of such Pension Plan allocable to such vested benefits.
Since September 2, 1974, (i) no Prohibited Transaction that could subject any
Pension Plan to any tax or penalty imposed pursuant to the Internal Revenue
Code or ERISA has been engaged in by any Pension Plan, (ii) there has not
occurred or existed with respect to any Pension Plan any Reportable Event or
Accumulated Funding Deficiency or any event or condition that (A) but for a
waiver by the Internal Revenue Service would constitute an Accumulated Funding
Deficiency, (B) after notice, lapse of time or both
<PAGE> 70
- 61 -
notice and lapse of time will or might constitute a Reportable Event or (C)
constituted or will or might constitute grounds for the institution by the
Pension Benefit Guaranty Corporation of any proceeding under ERISA seeking the
termination of such Pension Plan or the appointment of a trustee to administer
such Pension Plan, (iii) no Pension Plan has been terminated, (iv) no trustee
has been appointed by a United States District Court to administer any Pension
Plan, (v) no proceeding seeking the termination of any Pension Plan or the
appointment of a trustee to administer any Pension Plan has been instituted,
and (vi) no Related Entity has made any complete or partial withdrawal from any
Pension Plan.
n. LEASES. Each capital or operating lease pursuant to
which any Related Entity is obligated (whether as a lessee or otherwise)
entitles each lessee thereunder to undisturbed possession of each asset leased
thereby during the full term thereof.
o. ASSETS; LIENS AND ENCUMBRANCES. Each Related Entity
has good and marketable title to each asset it purports to own, and no such
asset is subject to any security interest, mortgage or other lien or
encumbrance, except for Permitted Liens.
<PAGE> 71
- 62 -
p. INVESTMENTS. No Related Entity has any investment
(whether by means of any purchase or other acquisition of any security or
interest, by means of any capital contribution or otherwise) in any other
Person, except for Permitted Investments.
q. LOANS. No Related Entity has made any loan, advance
or other extension of credit with respect to which any sum is owing to it,
except for Permitted Loans.
r. JUDGMENTS AND LITIGATION. There is no outstanding
judgment, order or award of any Governmental Authority or arbitrator that is
against or otherwise involves any Related Entity or any asset of any Related
Entity. Any pending or threatened claim, audit, investigation or action or
other legal proceeding by or before any Governmental Authority or before any
arbitrator that (i) is against or otherwise involves any Related Entity or any
asset of any Related Entity and (ii) has had or (so far as any Related Entity
can foresee) will or might have any Material Adverse Effect has been disclosed
to the Bank and reflected in a document filed by Comptek Research with the
Securities and Exchange Commission. No pending or threatened claim, audit,
investigation or action or other legal proceeding by or before any Governmental
Authority or before any arbitrator renders invalid or questions the validity of
any Loan Document or any action taken or to be taken pursuant to any Loan
Document.
<PAGE> 72
- 63 -
No audit, investigation or action or other legal proceeding referred to in the
second sentence of this Section 6r has had or (so far as any Related Entity can
foresee) will or might have any Material Adverse Effect.
s. TRANSACTIONS WITH AFFILIATES. There exists no
agreement, arrangement, transaction or other dealing (including, but not
limited to, the purchase, sale, lease, exchange or other acquisition or
disposition of any asset and the rendering of any service) between any Related
Entity and any Affiliate, except for agreements, arrangements, transactions and
other dealings in the ordinary course of business of any Related Entity upon
fair and reasonable terms no less favorable to it than would apply in a
comparable arm's length agreement, arrangement, transaction or other dealing
with a Person who or that is not an Affiliate.
t. DEFAULT. There does not exist any Event of Default or
Potential Event of Default.
u. FULL DISCLOSURE. Neither any Loan Document nor any
certificate, financial statement or other writing heretofore provided to the
Bank by or on behalf of any Related Entity or Other Obligor contains any
statement of fact that is incorrect or misleading in any material respect or
omits to state any fact necessary to make any statement of fact contained
therein not
<PAGE> 73
- 64 -
incorrect or misleading in any material respect. No Related Entity has failed
to disclose to the Bank any fact that has had or (so far as any Related Entity
can foresee) will or might have any Material Adverse Effect.
7. AFFIRMATIVE COVENANTS. During the term of this
Agreement, the Borrower shall do the following unless the prior written consent
of the Bank to not doing so shall have been obtained by the Borrower:
a. GOOD STANDING; QUALIFICATION. Cause each of Related
Entity at all times to (i) maintain its corporate, partnership or other
existence in good standing and (ii) remain or become and remain duly qualified
and in good standing as a foreign Person of its type authorized to do business
in each jurisdiction in which such qualification is or becomes necessary;
b. COMPLIANCE. Cause each of Related Entity at all
times to (i) conduct its business and operations, own and use each of its
assets, use each asset leased by it as a lessee, and generate, treat, store,
recycle, transport and dispose of all Hazardous Material in its possession or
control, in compliance in each material respect with each applicable Law
(including, but not limited to, each applicable Environmental Law), (ii)
obtain, make, give or do and maintain in full force and effect each
<PAGE> 74
- 65 -
authorization, certification, certificate, approval, permit, consent, franchise
and license from, registration and filing with, declaration, report and notice
to and other act by or relating to any Person necessary for the conduct of its
business or operations, the ownership or use of any of its assets, the use of
any asset leased by it as a lessee or the generation, treatment, storage,
recycling, transportation or disposal of any Hazardous Material in its
possession or control and (iii) remain in compliance in each material respect
with (A) each such authorization, certification, certificate, approval, permit,
consent, franchise and license, (B) each certificate or articles of
incorporation or organization, by-laws, operating or partnership agreement or
other charter, organizational or governing document of it and (C) each
agreement and instrument to which it is a party or by which it or any of its
assets is bound;
c. WORKING CAPITAL. Assure that at all times after the
acquisition by the Borrower of any of the outstanding shares of stock of
Advanced Systems Development, Inc. the consolidated net working capital of
Comptek Research is at least $6,000,000;
d. LEVERAGE RATIO. Assure that at the end of each fiscal
quarter of Comptek Research all consolidated indebtedness of all Related
Entities other than any indebtedness of any Related Entity that is fully
subordinated pursuant to a
<PAGE> 75
- 66 -
subordination agreement in form and substance satisfactory to the Bank to all
indebtedness and other obligations of the Borrower to the Bank, whether now
existing or hereafter arising or accruing, does not exceed 480% of Related
Entity Equity;
e. RELATED ENTITY EQUITY. Assure that at all times
Related Entity Equity is at least $3,900,000;
f. ACCOUNTING; RESERVES; TAX RETURNS. Cause each
Related Entity at all times to (i) maintain a system of accounting established
and administered in accordance with generally accepted accounting principles,
(ii) establish each reserve it is required by generally accepted accounting
principles to establish and (iii) file each tax return it is required to file;
g. FINANCIAL AND OTHER INFORMATION; CERTIFICATES OF NO
DEFAULT. Provide to the Bank, in form satisfactory to the Bank, (i) within 60
days after the end of each fiscal quarter of each fiscal year of Comptek
Research, consolidating and consolidated statements of income and cash flows of
Comptek Research for such fiscal quarter and the period from the beginning of
such fiscal year to the end of such fiscal quarter and a consolidating and
consolidated balance sheet of Comptek Research as of the end of such fiscal
quarter, each to be in reasonable detail, to set
<PAGE> 76
- 67 -
forth comparative consolidated figures for the corresponding period in the
preceding fiscal year of Comptek Research and to be certified by the chief
financial officer of Comptek Research to be correct and complete, to be in
accordance with the records of each Related Entity and to present fairly,
subject to normal and nonmaterial year-end adjustments, the results of the
operations and cash flows of Comptek Research for such fiscal quarter and the
period from the beginning of such fiscal year to the end of such fiscal
quarter, and the financial position of Comptek Research as of the end of such
fiscal quarter, in conformity with generally accepted accounting principles
applied consistently with the application of such principles with respect to
the preceding fiscal quarter of Comptek Research, (ii) within 90 days after the
end of each fiscal year of Comptek Research, consolidating and consolidated
statements of income and cash flows of Comptek Research for such fiscal year
and a consolidating and consolidated balance sheet of Comptek Research as of
the end of such fiscal year, each to be in reasonable detail, to set forth
comparative consolidated figures for the preceding fiscal year of Comptek
Research and to be certified by an independent certified public accountant
acceptable to the Bank to present fairly the results of the operations and cash
flows of Comptek Research for such fiscal year, and the financial position of
Comptek Research as of the end of such fiscal year, in conformity with
generally accepted accounting principles applied
<PAGE> 77
- 68 -
consistently with the application of such principles with respect to the
preceding fiscal year of Comptek Research and to have been based upon an audit
by such accountant that was made in accordance with generally accepted auditing
standards and accordingly included such tests of accounting records and such
other accounting procedures as such accountant deemed necessary in the
circumstances, (iii) together with each statement of income and balance sheet
required to be delivered by the Borrower to the Bank pursuant to clause (i) or
(ii) of this Section 7g, a certificate (A) executed by the President or a Vice
President of Comptek Research, the President or a Vice President of the
Borrower and the chief financial officer of Comptek Research, (B) setting forth
whatever computations are required to establish whether Comptek Research was in
compliance with (I) each of the covenants contained in Sections 7c, 7d and 7e
of this Agreement during the period covered by such statement of income and
(II) if the period covered by such statement of income is a fiscal year of
Comptek Research, each of the covenants contained in Sections 8e and 8f of this
Agreement during such period, (C) stating that the signers of such certificate
have reviewed this Agreement and have made or have caused to be made under
their supervision a review of the business, operations, assets, affairs and
condition (financial or other) of each of Related Entity during the period
beginning on the first date covered by such statement of income and ending on
the date of such certificate and (D) if during the
<PAGE> 78
- 69 -
period described in clause (iii)(C) of this Section 7g there did not occur or
exist and there does not then exist any Event of Default or Potential Event of
Default, so stating or, if during such period any Event of Default or Potential
Event of Default occurred or existed or any Event of Default or Potential Event
of Default then exists, stating the nature thereof, the date of occurrence or
period of existence thereof and what action the Borrower has taken, is taking
or proposes to take with respect thereto, (iv) as soon as available, (A) each
financial statement, report, notice and proxy statement sent or made available
by Comptek Research to holders of its securities generally and (B) each
publicly available periodic or special report, registration statement,
prospectus and other written communication other than a transmittal letter
filed by Comptek Research with and each publicly available written
communication received by Comptek Research from any securities exchange or the
Securities and Exchange Commission and (v) promptly upon the request of the
Bank, all additional information relating to any Related Entity or the
business, operations, assets, affairs or condition (financial or other) of any
Related Entity that is so requested;
h. PAYMENT OF CERTAIN INDEBTEDNESS. Cause each Related
Entity to pay, before the end of any applicable grace period, each tax,
assessment, fee, charge, fine and penalty imposed by any Governmental Authority
upon it or any of its
<PAGE> 79
- 70 -
assets, income and franchises and each claim and demand of any materialman,
mechanic, carrier, warehouseman, garageman or landlord against it; provided,
however, that no such tax, assessment, fee, charge, fine, penalty, claim or
demand shall be required to be so paid so long as (i) the validity thereof is
being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, (ii) adequate reserves have been appropriately
established therefor, (iii) the execution or other enforcement of any lien
resulting therefrom is effectively stayed and (iv) the nonpayment thereof does
not have any Material Adverse Effect;
i. MAINTENANCE OF TITLE AND ASSETS; INSURANCE. Cause
each Related Entity to (i) at all times maintain good and marketable title to
each asset it purports to own, (ii) at all times maintain each of its tangible
assets in good working order and condition, (iii) at any time and from time to
time make each replacement of any of its tangible assets necessary or desirable
for the conduct of its business or operations, (iv) at all times keep each of
its insurable tangible assets insured with financially sound and reputable
insurance carriers against fire and other hazards to which extended coverage
applies in such manner and to the extent that the amount of insurance carried
on such asset shall not be less than the greater of (A) the replacement value
of such asset and (B) the percentage of the
<PAGE> 80
- 71 -
actual cash value of such asset required by the policy providing such insurance
in order that it shall not become its own insurer for any part of an otherwise
recoverable loss with respect to such asset and (v) at all times keep
adequately insured with financially sound and reputable insurance carriers
against business interruption and liability on account of damage to any Person
or asset or pursuant to any applicable workers' compensation Law;
j. INSPECTIONS. Upon the request of the Bank, promptly
permit each officer, employee, accountant, attorney and other agent of the Bank
to (i) visit and inspect each of the premises of each Related Entity, (ii)
examine, audit, copy and extract each record of each Related Entity and (iii)
discuss the business, operations, assets, affairs and condition (financial or
other) of each Related Entity with each responsible officer of each Related
Entity and each independent accountant of each Related Entity;
k. PENSION OBLIGATIONS. (i) Promptly upon acquiring
knowledge or reason to know of the occurrence or existence with respect to any
Pension Plan of any Prohibited Transaction, Reportable Event or Accumulated
Funding Deficiency or any event or condition that (A) but for a waiver by the
Internal Revenue Service would constitute an Accumulated Funding Deficiency,
(B)
<PAGE> 81
- 72 -
after notice, lapse of time or both notice and lapse of time will or might
constitute a Reportable Event or (C) constitutes or will or might constitute
grounds for the initiation by the Pension Benefit Guaranty Corporation of any
proceeding under ERISA seeking the termination of such Pension Plan or the
appointment of a trustee to administer such Pension Plan, provide to the Bank a
certificate executed by the President or a Vice President of Comptek Research,
the President or a Vice President of the Borrower and the chief financial
officer of Comptek Research and specifying the nature of such Prohibited
Transaction, Reportable Event, Accumulated Funding Deficiency, event or
condition, what action the Borrower has taken, is taking or proposes to take
with respect thereto and, when known, any action taken or threatened by the
Internal Revenue Service, the Department of Labor or the Pension Benefit
Guaranty Corporation with respect thereto and (ii) promptly upon acquiring
knowledge or reason to know of (A) the institution by the Pension Benefit
Guaranty Corporation or any other Person of any proceeding under ERISA seeking
the termination of any Pension Plan or the appointment of a trustee to
administer any Pension Plan or (B) the complete or partial withdrawal or
proposed complete or partial withdrawal by any Related Entity from any Pension
Plan, provide to the Bank a certificate executed by the President or a Vice
President of Comptek Research, the President or a Vice President of the
<PAGE> 82
- 73 -
Borrower and the chief financial officer of Comptek Research and describing
such proceeding, withdrawal or proposed withdrawal;
l. CHANGES IN MANAGEMENT, OWNERSHIP AND CONTROL.
Promptly upon acquiring knowledge or reason to know of any change in (i) the
identity of the Chairman, President or chief executive officer of any Related
Entity, (ii) the beneficial ownership of any stock of or other ownership
interest in any Related Entity by any Person having Control of any Related
Entity or (iii) Control of any Related Entity, provide to the Bank a
certificate executed by the President or a Vice President of Comptek Research
and the President or a Vice President of the Borrower and specifying such
change;
m. JUDGMENTS. Promptly upon acquiring knowledge or
reason to know of any judgment, order or award of any Governmental Authority or
arbitrator that (i) is against or otherwise involves any Related Entity or any
asset of any Related Entity, (ii) has or (so far as any Related Entity can
foresee) will or might have any Material Adverse Effect or (iii) renders
invalid any Loan Document or any action taken or to be taken pursuant to any
Loan Document, provide to the Bank a certificate executed by the President or a
Vice President of Comptek Research and the President or a Vice President of the
Borrower and specifying the nature of such judgment, order or award and what
<PAGE> 83
- 74 -
action the Borrower has taken, is taking or proposes to take with respect
thereto;
n. LITIGATION. (i) Promptly upon acquiring knowledge or
reason to know of the commencement or threat of any claim, audit, investigation
or action or other legal proceeding by or before any Governmental Authority or
before any arbitrator that (A) is against or otherwise involves any Related
Entity or any asset of any Related Entity and (I) either involves in excess of
$250,000 or results in excess of $500,000 in the aggregate for all Related
Entities being involved in all claims, audits, investigations and actions and
other legal proceedings by or before any Governmental Authority or before any
arbitrator against or otherwise involving any Related Entity or any asset of
any Related Entity or (II) seeks injunctive or similar relief, (B) has or (so
far as any Related Entity can foresee) will or might have any Material Adverse
Effect or (C) questions the validity of any Loan Document or any action taken
or to be taken pursuant to any Loan Document, provide to the Bank a certificate
executed by the President or a Vice President of Comptek Research and the
President or a Vice President of the Borrower and specifying the nature of such
claim, audit, investigation or action or other legal proceeding and what action
the Borrower has taken, is taking or proposes to take with respect thereto and
(ii) promptly upon acquiring knowledge or reason to know of any
<PAGE> 84
- 75 -
development with respect to any claim, audit, investigation or action or other
legal proceeding theretofore disclosed by the Borrower to the Bank that has or
(so far as any Related Entity can foresee) will or might have any Material
Adverse Effect, provide to the Bank a certificate executed by the President or
a Vice President of Comptek Research and the President or a Vice President of
the Borrower and specifying the nature of such development and what action the
Borrower has taken, is taking or proposes to take with respect thereto;
o. LIENS AND ENCUMBRANCES. Promptly upon acquiring
knowledge or reason to know that any asset of any Related Entity has or may
become subject to any security interest, mortgage or other lien or encumbrance
other than Permitted Liens, provide to the Bank a certificate executed by the
President or a Vice President of Comptek Research and the President or a Vice
President of the Borrower and specifying the nature of such security interest,
mortgage or other lien or encumbrance and what action the Borrower has taken,
is taking or proposes to take with respect thereto;
p. DEFAULTS AND MATERIAL ADVERSE EFFECTS. Promptly upon
acquiring knowledge or reason to know of the occurrence or existence of (i) any
Event of Default or Potential Event of Default or (ii) any event or condition
that has or (so far as any
<PAGE> 85
- 76 -
Related Entity can foresee) will or might have any Material Adverse Effect,
provide to the Bank a certificate executed by the President or a Vice President
of Comptek Research, the President or a Vice President of the Borrower and the
chief financial officer of Comptek Research and specifying the nature of such
Event of Default, Potential Event of Default, event or condition, the date of
occurrence or period of existence thereof and what action the Borrower has
taken, is taking or proposes to take with respect thereto; and
q. ADDITIONAL GUARANTIES, SECURITY AGREEMENTS, PATENT
COLLATERAL ASSIGNMENTS AND SECURITY AGREEMENTS AND TRADEMARK COLLATERAL
ASSIGNMENTS AND SECURITY AGREEMENTS. Cause each Person that becomes a
Subsidiary after the date of this Agreement to execute and deliver to the Bank,
in form and substance satisfactory to the Bank, (i) a guaranty agreement
guaranteeing, without any limitation as to amount, the payment of all
indebtedness and other obligations of the Borrower to the Bank, whether then
existing or thereafter arising or accruing, (ii) a security agreement (A)
securing, without any limitation as to amount, the payment of all such
indebtedness and other obligations and (B) covering all personal property and
fixtures of such Person, (iii) a patent collateral assignment and security
agreement (A) securing, without any limitation as to amount, the payment of all
such indebtedness and other obligations and (B)
<PAGE> 86
- 77 -
covering all patents and applications for patents of such Person and (iv) a
trademark collateral assignment and security agreement (A) securing, without
any limitation as to amount, the payment of all such indebtedness and other
obligations and (B) covering all trademarks and applications for trademarks of
such Person; and
r. FURTHER ACTIONS. Promptly upon the request of the
Bank, execute and deliver or cause to be executed and delivered each writing,
and take or cause to be taken each other action, that the Bank shall deem
necessary or desirable at the sole option of the Bank in connection with any
transaction contemplated by any Loan Document.
8. NEGATIVE COVENANTS. During the term of this
Agreement, the Borrower shall not, without the prior written consent of the
Bank, do, attempt to do or agree or otherwise incur, assume or have any
obligation to do, and the Borrower shall assure that, without the prior written
consent of the Bank, no Related Entity does, attempts to do or agrees or
otherwise incurs, assumes or has any obligation to do, any of the following:
a. FISCAL YEAR. Change its fiscal year;
<PAGE> 87
- 78 -
b. CERTAIN INDEBTEDNESS. Create, incur, assume or have
any indebtedness or other obligation (i) arising from the borrowing of any
money or the deferral of the payment of the purchase price of any asset or (ii)
pursuant to any guaranty or other contingent obligation (including, but not
limited to, any obligation to (A) maintain the net worth of any other Person,
(B) purchase or otherwise acquire or assume any indebtedness or other
obligation or (C) provide funds for or otherwise assure the payment of any
indebtedness or other obligation, whether by means of any investment, by means
of any purchase, sale or other acquisition or disposition of any asset or
service or otherwise), except for indebtedness and other obligations (I) to the
Bank, (II) constituting unsecured normal trade debt incurred upon customary
terms in the ordinary course of its business, (III) arising from the
endorsement in the ordinary course of its business of any check or other
negotiable instrument for deposit or collection, (IV) the total of which does
not at any time exceed $250,000 in the aggregate for all Related Entities or
(V) fully and accurately described under the heading "Permitted Indebtedness"
in Exhibit A attached to and made a part of this Agreement;
c. PENSION OBLIGATIONS. (i) Engage in any Prohibited
Transaction with respect to any Pension Plan, (ii) permit to occur or exist
with respect to any Pension Plan any Accumulated
<PAGE> 88
- 79 -
Funding Deficiency or any event or condition that (A) but for a waiver by the
Internal Revenue Service would constitute an Accumulated Funding Deficiency or
(B) constitutes or will or might constitute grounds for the institution by the
Pension Benefit Guaranty Corporation of any proceeding under ERISA seeking the
termination of such Pension Plan or the appointment of a trustee to administer
such Pension Plan, (iii) make any complete or partial withdrawal from any
Pension Plan, (iv) fail to make to any Pension Plan any contribution that it is
required to make, whether to meet any minimum funding standard under ERISA or
any requirement of such Pension Plan or otherwise, or (v) terminate any Pension
Plan in any manner, or otherwise take or omit to take any action with respect
to any Pension Plan, that would or might result in the imposition of any lien
upon any asset of any Related Entity pursuant to ERISA;
d. LIENS AND ENCUMBRANCES. Cause or permit, whether
upon the happening of any contingency or otherwise, any of its assets to be
subject to any security interest, mortgage or other lien or encumbrance, except
for Permitted Liens;
e. CAPITAL EXPENDITURES. Make (whether by means of any
purchase or other acquisition of any asset, by means of any capital lease or
otherwise) capital expenditures exceeding
<PAGE> 89
- 80 -
$1,300,000 in the aggregate for all Related Entities during any fiscal year of
Comptek Research;
f. OPERATING LEASES. Create, incur, assume or have any
indebtedness or other obligation for fixed payments not fully reimbursable by
the United States government (whether rentals, taxes, premiums for insurance or
otherwise) pursuant to any operating lease (whether as a lessee or otherwise)
exceeding $1,700,000 in the aggregate for all Related Entities during any
fiscal year of Comptek Research;
g. INVESTMENTS. Make any investment (whether by means
of any purchase or other acquisition of any security or interest, by means of
any capital contribution or otherwise) in any Person, except for Permitted
Investments;
h. LOANS. (i) Make any loan, advance or other extension
of credit, except for Permitted Loans, or (ii) forgive any indebtedness or
other obligation arising from any loan, advance or other extension of credit
made by it;
i. TRANSACTIONS WITH AFFILIATES. In the ordinary course
of its business or otherwise, enter into, assume or permit to exist any
agreement, arrangement, transaction or other dealing (including, but not
limited to, the purchase, sale, lease,
<PAGE> 90
- 81 -
exchange or other acquisition or disposition of any asset and the rendering of
any service) between it and any Affiliate or otherwise deal with any Affiliate,
except for (i) reasonable compensation for services actually performed, (ii)
advances made in the ordinary course of its business to any Affiliate who is
one of its officers and employees for out-of-pocket expenses incurred by such
Affiliate on its behalf in the conduct of its business or operations, (iii)
agreements, arrangements, transactions and other dealings in the ordinary
course of its business upon fair and reasonable terms no less favorable to it
than would apply in a comparable arm's-length agreement, arrangement,
transaction or other dealing with a Person who or that is not an Affiliate and
(iv) agreements, arrangements, transactions and other dealings fully and
accurately described under the heading "Permitted Affiliate Transactions" in
Exhibit A attached to and made a part of this Agreement;
j. DISTRIBUTIONS. Declare, pay or make any
Distribution, except for (i) dividends payable solely in any of its stock and
(ii) cash dividends paid to the Borrower or Comptek Research by any Subsidiary
(A) all of the outstanding shares of stock of which other than shares required
by any applicable Law to enable any individual to serve as a director of such
Subsidiary or (B) all ownership interests in which are owned by the Borrower or
Comptek Research at the time of such payment;
<PAGE> 91
- 82 -
k. CORPORATE AND OTHER CHANGES. (i) Assign, sell,
lease as a lessor or otherwise transfer or dispose of all or substantially all
of its assets, (ii) dissolve or participate in any merger, consolidation or
other absorption, (iii) acquire all or substantially all of the assets of any
other Person, (iv) do business under or otherwise use any name other than its
true name and names listed under the heading "Fictitious Names" in Exhibit A
attached to and made a part of this Agreement or (v) make any change in its
corporate or other business structure, any of its business objectives and
purposes or its business or operations that would or might have any Material
Adverse Effect;
l. SALE OF RECEIVABLES. Assign, sell or otherwise
transfer or dispose of any of its notes receivable, accounts receivable and
chattel paper, whether with or without recourse;
m. STOCK OF OR OWNERSHIP INTEREST IN SUBSIDIARY. Issue
or sell any stock of or other ownership interest in any Subsidiary, except (i)
to the minimum extent required by any applicable Law to enable any individual
to serve as a director of such Subsidiary, (ii) as a Distribution to the
shareholders of or holders of other ownership interests in such Subsidiary and
(iii) to any Related Entity; or
<PAGE> 92
- 83 -
n. FULL DISCLOSURE. Provide to the Bank or permit to be
provided to the Bank on its behalf any certificate, financial statement or
other writing that contains any statement of fact that is incorrect or
misleading in any material respect or omits to state any fact necessary to make
any statement of fact contained therein not incorrect or misleading in any
material respect.
9. INDEBTEDNESS IMMEDIATELY DUE. Upon or at any time or
from time to time after the occurrence or existence of any Event of Default
other than, with respect to the Borrower, an Event of Default described in
clause (iv) of Section 1l of this Agreement, the aggregate outstanding
principal amounts of all Loans, all interest owing pursuant to this Agreement
and remaining unpaid and all other amounts owing by the Borrower to the Bank
pursuant to this Agreement and remaining unpaid shall, at the sole option of
the Bank and without any notice, demand, presentment or protest of any kind
(each of which is knowingly, voluntarily, intentionally and irrevocably waived
by the Borrower), become immediately due. Upon the occurrence or existence of,
with respect to the Borrower, any Event of Default described in such clause
(iv), such aggregate outstanding principal amounts, all such interest and all
such other amounts shall, without any notice, demand, presentment or protest of
any kind (each of which is knowingly, voluntarily, intentionally and
<PAGE> 93
- 84 -
irrevocably waived by the Borrower), automatically become immediately due.
Upon such aggregate outstanding principal amounts, all such interest and all
such other amounts becoming immediately due, any obligation of the Bank to make
any additional Loan shall terminate.
10. EXPENSES; INDEMNIFICATION.
a. LOAN DOCUMENT EXPENSES. The Borrower shall pay to
the Bank on demand made by the Bank each cost and expense (including, but not
limited to, the reasonable fees of counsel to the Bank for time actually
expended and itemized but not in excess of $20,000, the disbursements of
counsel to the Bank and each documentary stamp or other excise or property
tax, assessment, fee and charge) incurred by the Bank in connection with (i)
the preparation of, entry into or performance of any Loan Document, whether or
not any Loan is made, or (ii) any modification of or release, consent or waiver
relating to any Loan Document, whether or not such modification, release,
consent or waiver becomes effective.
b. COLLECTION EXPENSES. The Borrower shall pay to the
Bank on demand made by the Bank each cost and expense (including, but not
limited to, the reasonable fees and disbursements of counsel to the Bank,
whether retained for
<PAGE> 94
- 85 -
advice, litigation or any other purpose) incurred by the Bank in endeavoring to
(i) collect any of the outstanding principal amount of any Loan, any interest
owing pursuant to this Agreement and remaining unpaid or any other amount owing
by the Borrower to the Bank pursuant to this Agreement and remaining unpaid,
(ii) preserve or exercise any right or remedy of the Bank relating to, enforce
or realize upon any collateral, subordination, guaranty, endorsement or other
security or assurance of payment now or hereafter directly or indirectly
securing the repayment or payment of or otherwise now or hereafter directly or
indirectly applicable to any of such outstanding principal amount, any such
interest or any such other amount, (iii) preserve or exercise any right or
remedy of the Bank pursuant to any Loan Document or (iv) defend against any
claim, regardless of the basis or outcome thereof, asserted against the Bank as
a direct or indirect result of the entry into any Loan Document, except for any
claim for any tax imposed by any Governmental Authority upon any income of the
Bank or any interest or penalty relating to any such tax.
c. EXPENSES DUE TO LAW CHANGES. The Borrower shall pay
to the Bank on demand made by the Bank each amount necessary to compensate the
Bank for any liability, cost or expense that is a direct or indirect result of
(i) any increase in the amount of capital required or expected to be maintained
by the Bank or any bank holding company of the Bank with respect to any Loan or
the
<PAGE> 95
- 86 -
obligation of the Bank to make any Loan that is due to (A) after the date of
this Agreement, the enactment or issuance of or any change in any Law relating
to capital adequacy of banks and banking holding companies or (B) the
compliance by the Bank or such bank holding company with any request or
direction relating to such capital made or issued by any Governmental Authority
after the date of this Agreement or (ii) any imposition or application of or
increase in any reserve or similar requirement applicable to assets or
liabilities of, deposits with or credit extended by the Bank, or for the
account of the Bank, that increases the cost to the Bank of making, funding or
maintaining any Loan and is due to, after the date of this Agreement, the
enactment or issuance of or any change in any Law, except for any reserve or
similar requirement reflected in the rate of interest charged on any Libor Rate
Portion. The determination by the Bank of the amount necessary to compensate
the Bank for any such liability, cost or expense shall, in the absence of
manifest error, be conclusive and binding upon the Borrower.
d. ENVIRONMENTAL INDEMNIFICATION. The Borrower shall
indemnify the Bank and each officer, employee, accountant, attorney and other
agent of the Bank on demand made by the Bank against each liability, cost and
expense (including, but not limited to, the reasonable fees and disbursements
of counsel to the Bank or such officer, employee, accountant, attorney or other
<PAGE> 96
- 87 -
agent, whether retained for advice, litigation or any other purpose, and all
costs of any investigation, monitoring, removal, remediation or restoration)
imposed on, incurred by or asserted against the Bank or such officer, employee,
accountant, attorney or other agent as a direct or indirect result of (i) any
Release or threatened Release of any Hazardous Material at, in, on or under any
property now or previously owned, leased as a lessee or used by any Related
Entity, (ii) any active or abandoned underground storage tank at, in, on or
under any such property, (iii) any polychlorinated biphenyl or friable asbestos
at, in, on or under any such property, (iv) the existence of any condition at,
in, on or under any such property that gives or might give rise to any
liability pursuant to any Environmental Law or (v) any Related Entity
transporting or arranging for the transportation of any Hazardous Material to
or from any property.
11. NOTICES. Each notice and other communication by the Bank to
the Borrower, or by the Borrower to the Bank, relating to this Agreement (a)
shall be given in writing (including, but not limited to, facsimile), (b) if
given by facsimile, shall be directed to the intended recipient thereof at the
last telephone number for receipt of facsimiles by such intended recipient
shown in the following sentence or at such other telephone number for receipt
of facsimiles by such intended recipient as may at any time or from time to
time be specified in
<PAGE> 97
- 88 -
any notice given by such intended recipient to the giver of such notice as
provided in this sentence, (c) if given otherwise, shall be directed to such
intended recipient at the address of such intended recipient shown in the
following sentence or at such other address as may at any time or from time to
time be specified in any notice given by such intended recipient to the giver
of such notice as provided in this sentence and (d) if sent by mail or
overnight courier service, shall be deemed to have been given when deposited in
the mail, first-class or certified postage prepaid, or accepted by any post
office or overnight courier service for delivery and to have been received by
such intended recipient upon the earlier of (i) the actual receipt thereof or
(ii) three days after being so deposited or accepted. Each such notice and
other communication shall (a) if to the Bank, be directed to (i) if given by
facsimile, Manufacturers and Traders Trust Company, Attention: Western New York
Commercial Banking Department, at 716-848-7318 or (ii) if given otherwise,
Manufacturers and Traders Trust Company, One Fountain Plaza, Buffalo, New York
14240, Attention: Western New York Commercial Banking Department, or (b) if to
the Borrower, be directed to (i) if given by facsimile, Comptek Federal
Systems, Inc., Attention: Christopher A. Head, General Counsel, at
716-677-0014 or (ii) if given otherwise, Comptek Federal Systems, Inc., 2732
Transit Road, Buffalo, New York 14224, Attention: Christopher A Head, General
Counsel.
<PAGE> 98
- 89 -
12. MISCELLANEOUS.
a. TERM; SURVIVAL. The term of this Agreement shall be
the period beginning on the date of this Agreement and ending on the later of
(i) the Revolving Loan Maturity Date or (ii) the date the principal amount of
each Loan, all interest owing pursuant to this Agreement and all other amounts
owing by the Borrower to the Bank pursuant to this Agreement have been fully
and indefeasibly repaid, paid or otherwise discharged. The obligation of the
Borrower to pay liabilities, costs and expenses described in Section 10 of this
Agreement shall survive beyond the term of this Agreement.
b. SURVIVAL; RELIANCE. Each representation, warranty,
covenant and agreement of the Borrower contained in this Agreement shall
survive the making of each Loan and the execution and delivery to the Bank of
each Loan Document and shall continue in full force and effect during the term
of this Agreement. Each such representation, warranty, covenant and agreement
shall be presumed to have been relied upon by the Bank regardless of any
investigation made or not made, or any information possessed or not possessed,
by the Bank.
c. RIGHT OF SETOFF. Upon and at any time and from time
to time after any occurrence or existence of any Event of
<PAGE> 99
- 90 -
Default, (i) the Bank shall have the right, at the sole option of the Bank and
without any notice or demand of any kind (each of which is knowingly,
voluntarily, intentionally and irrevocably waived by the Borrower), to place an
administrative hold on and set off against (A) the aggregate outstanding
principal amounts of all Loans, all interest owing pursuant to this Agreement
and remaining unpaid and all other amounts owing by the Borrower to the Bank
pursuant to this Agreement and remaining unpaid (B) each indebtedness and other
obligation of the Bank in any capacity to, in any capacity and whether alone or
otherwise, the Borrower, whether now existing or hereafter arising or accruing,
whether or not then due and whether pursuant to any deposit account or
otherwise, and (ii) each holder of any participation in any unpaid indebtedness
of the Borrower to the Bank pursuant to this Agreement shall have the right, at
the sole option of such holder and without any notice or demand of any kind
(each of which is knowingly, voluntarily, intentionally and irrevocably waived
by the Borrower), to place an administrative hold on and set off against (A)
such unpaid indebtedness, to the extent of such holder's participation in such
unpaid indebtedness, (B) each indebtedness and other obligation of such holder
in any capacity to, in any capacity and whether alone or otherwise, the
Borrower, whether now existing or hereafter arising or accruing, whether or not
then due and whether pursuant to any deposit account or otherwise. Such setoff
shall become effective at the time the
<PAGE> 100
- 91 -
Bank or such holder opts therefor even though evidence thereof is not entered
on the records of the Bank or such holder until later.
d. ASSIGNMENT OR GRANT OF PARTICIPATION. The Bank shall
have the right to assign or otherwise transfer or grant any participation in
this Agreement, any indebtedness or other obligation of the Borrower pursuant
to this Agreement or any right or remedy of the Bank pursuant to this
Agreement. The Borrower shall not assign or otherwise transfer any right or
indebtedness or other obligation of the Borrower pursuant to this Agreement
without the prior written consent of the Bank, and any such assignment or other
transfer without such prior written consent shall be void. No consent by the
Bank to any such assignment or other transfer shall release the Borrower from
any such indebtedness or other obligation.
e. BINDING EFFECT. This Agreement shall be binding upon
the Borrower and each direct or indirect successor and assignee of the Borrower
and shall inure to the benefit of and be enforceable by the Bank and each
direct or indirect successor and assignee of the Bank.
f. ENTIRE AGREEMENT, MODIFICATIONS AND WAIVERS. This
Agreement contains the entire agreement between the Bank and the
<PAGE> 101
- 92 -
Borrower with respect to the subject matter of this Agreement and supersedes
each action heretofore taken or not taken, each course of conduct heretofore
pursued, accepted or acquiesced in, and each oral or written agreement and
representation heretofore made, by or on behalf of the Bank or the Borrower
with respect thereto. No action heretofore or hereafter taken or not taken, no
course of conduct heretofore or hereafter pursued, accepted or acquiesced in,
no oral or written agreement or representation heretofore made, and no oral
agreement or representation hereafter made, by or on behalf of the Bank or the
Borrower shall modify or terminate this Agreement, impair or otherwise
adversely affect any indebtedness or other obligation of the Bank or the
Borrower pursuant to this Agreement or any right or remedy of the Bank or the
Borrower pursuant to this Agreement or arising as a result of this Agreement or
operate as a waiver of any such right or remedy. No modification of this
Agreement or waiver of any such right or remedy shall be effective unless made
in a writing duly executed by the Bank and the Borrower and specifically
referring to such modification or waiver.
g. RIGHTS AND REMEDIES CUMULATIVE. All rights and
remedies of the Bank or the Borrower pursuant to this Agreement or arising as a
result of this Agreement shall be cumulative, and no such right or remedy shall
be exclusive of any other such right or remedy. For example, all rights and
remedies of the
<PAGE> 102
- 93 -
Bank pursuant to Section 9 of this Agreement shall be in addition to all other
rights and remedies of the Bank, whether pursuant to any Loan Document or
applicable law.
h. REQUESTS. Each request of the Bank pursuant to this
Agreement may be made (i) at any time and from time to time, (ii) at the sole
option of the Bank and (iii) whether or not any Event of Default or Potential
Event of Default has occurred or existed.
i. EXTENT OF CONSENTS AND WAIVERS. Each consent and
waiver of the Bank or the Borrower contained in this Agreement shall be deemed
to have been given to the extent permitted by applicable law.
j. DIRECTLY OR INDIRECTLY. Any provision of this
Agreement that prohibits or has the effect of prohibiting any Related Entity
from taking any action shall be construed to prohibit it from taking such
action directly or indirectly.
k. ACCOUNTING TERMS AND COMPUTATIONS. Each accounting
term used in this Agreement shall be construed as of any time in accordance
with generally accepted accounting principles as in effect at such time. Each
accounting computation that this Agreement requires to be made as of any
<PAGE> 103
- 94 -
time shall be made in accordance with such principles as in effect at such
time, except where such principles are incompatible with any requirement of
this Agreement.
l. REFERENCE TO LAW. Any reference in this Agreement to
any Law shall be deemed to be as of any time a reference to such Law as in
effect at such time or, if such Law is not in effect at such time, a reference
to any similar Law in effect at such time.
m. REFERENCE TO GOVERNMENTAL AUTHORITY. Any reference
in this Agreement to any Governmental Authority shall be deemed to be as of any
time after such Governmental Authority ceases to exist a reference to the
successor of such Governmental Authority at such time.
n. SEVERABILITY. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law. If, however, any such provision shall be prohibited by
or invalid under such law, it shall be deemed modified to conform to the
minimum requirements of such law, or, if for any reason it is not deemed so
modified, it shall be prohibited or invalid only to the extent of such
prohibition or invalidity without the remainder thereof or any other such
provision being prohibited or invalid.
<PAGE> 104
- 95 -
o. GOVERNING LAW. This Agreement shall be governed by
and construed, interpreted and enforced in accordance with the internal law of
the State of New York, without regard to principles of conflict of laws.
p. HEADINGS. In this Agreement, headings of sections
are for convenience of reference only and have no substantive effect.
13. CONSENTS AND WAIVERS RELATING TO LEGAL PROCEEDINGS.
a. JURISDICTIONAL CONSENTS AND WAIVERS. THE BORROWER
KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY (i) CONSENTS IN EACH
ACTION AND OTHER LEGAL PROCEEDING COMMENCED BY THE BANK IN CONNECTION WITH ANY
LOAN, ANY LOAN DOCUMENT OR ANY COLLATERAL, SUBORDINATION, GUARANTY, ENDORSEMENT
OR OTHER SECURITY OR ASSURANCE OF PAYMENT NOW OR HEREAFTER DIRECTLY OR
INDIRECTLY SECURING THE REPAYMENT OR PAYMENT OF OR OTHERWISE NOW OR HEREAFTER
DIRECTLY OR INDIRECTLY APPLICABLE TO ANY OF THE PRINCIPAL AMOUNT OF ANY LOAN,
ANY INTEREST OWING PURSUANT TO THIS AGREEMENT OR ANY OTHER AMOUNT OWING BY THE
BORROWER TO THE BANK PURSUANT TO THIS AGREEMENT TO THE PERSONAL JURISDICTION OF
ANY COURT THAT IS EITHER A COURT OF RECORD OF THE STATE OF NEW YORK OR A COURT
OF THE UNITED STATES LOCATED IN THE STATE OF NEW YORK,
<PAGE> 105
- 96 -
(ii) WAIVES EACH OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR OTHER
LEGAL PROCEEDING, (iii) WAIVES PERSONAL SERVICE OF PROCESS IN EACH SUCH ACTION
AND OTHER LEGAL PROCEEDING, (iv) CONSENTS TO THE MAKING OF SERVICE OF PROCESS
IN EACH SUCH ACTION AND OTHER LEGAL PROCEEDING BY REGISTERED MAIL DIRECTED TO
THE BORROWER AT THE LAST ADDRESS OF THE BORROWER SHOWN IN THE RECORDS RELATING
TO THIS AGREEMENT MAINTAINED BY THE BANK, WITH SUCH SERVICE OF PROCESS TO BE
DEEMED COMPLETED FIVE DAYS AFTER THE MAILING THEREOF AND (v) CONSENTS TO EACH
FINAL JUDGMENT THAT IS OBTAINED AS A DIRECT OR INDIRECT RESULT OF ANY SUCH
ACTION OR OTHER LEGAL PROCEEDING BEING SUED UPON IN ANY COURT HAVING
JURISDICTION WITH RESPECT THERETO AND ENFORCED IN THE JURISDICTION IN WHICH
SUCH COURT IS LOCATED AS IF ISSUED BY SUCH COURT.
b. WAIVER OF TRIAL BY JURY AND CLAIMS TO CERTAIN
DAMAGES. EACH OF THE BANK AND THE BORROWER KNOWINGLY, VOLUNTARILY,
INTENTIONALLY AND IRREVOCABLY WAIVES EACH RIGHT IT MAY HAVE TO A TRIAL BY JURY
WITH RESPECT TO, AND EACH RIGHT TO ASSERT ANY CLAIM FOR DAMAGES (INCLUDING, BUT
NOT LIMITED TO, PUNITIVE DAMAGES) IN ADDITION TO ACTUAL AND CONSEQUENTIAL
DAMAGES IN, ANY ACTION OR OTHER LEGAL PROCEEDING, WHETHER BASED ON ANY CONTRACT
OR NEGLIGENT OR INTENTIONAL TORT OR OTHERWISE, IN CONNECTION WITH (i) ANY LOAN,
ANY LOAN DOCUMENT OR ANY COLLATERAL, SUBORDINATION, GUARANTY, ENDORSEMENT OR
OTHER
<PAGE> 106
- 97 -
SECURITY OR ASSURANCE OF PAYMENT NOW OR HEREAFTER DIRECTLY OR INDIRECTLY
SECURING THE REPAYMENT OR PAYMENT OF OR OTHERWISE NOW OR HEREAFTER DIRECTLY OR
INDIRECTLY APPLICABLE TO ANY OF THE PRINCIPAL AMOUNT OF ANY LOAN, ANY INTEREST
OWING PURSUANT TO THIS AGREEMENT OR ANY OTHER AMOUNT OWING BY THE BORROWER TO
THE BANK PURSUANT TO THIS AGREEMENT OR (ii) ANY ACTION HERETOFORE OR HEREAFTER
TAKEN OR NOT TAKEN, ANY COURSE OF CONDUCT HERETOFORE OR HEREAFTER PURSUED,
ACCEPTED OR ACQUIESCED IN, OR ANY ORAL OR WRITTEN AGREEMENT OR REPRESENTATION
HERETOFORE OR HEREAFTER MADE, BY OR ON BEHALF OF THE OTHER IN CONNECTION WITH
ANY LOAN, ANY LOAN DOCUMENT OR ANY SUCH COLLATERAL, SUBORDINATION, GUARANTY,
ENDORSEMENT OR OTHER SECURITY OR ASSURANCE OF PAYMENT. THIS SECTION 13b IS A
MATERIAL INDUCEMENT FOR EACH OF THE BANK AND THE BORROWER IN CONNECTION WITH
ITS ENTRY INTO THIS AGREEMENT.
The Bank and the Borrower have caused this Agreement to be
duly executed on the date shown at the beginning of this Agreement.
MANUFACTURERS AND TRADERS TRUST COMPANY
By /s/ Paul T. Pitman
---------------------------------
Paul T. Pitman, Vice President
COMPTEK FEDERAL SYSTEMS, INC.
By /s/ John J. Sciuto
---------------------------------
John J. Sciuto, President and CEO
<PAGE> 107
- 98 -
ACKNOWLEDGMENTS
STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the 7th day of March in the year 1996, before me personally came
Paul T. Pitman, to me known, who, being by me duly sworn, did depose and say
that he resides at 205 Westfield Road, Amherst, New York 14226; that he is a
Vice President of Manufacturers and Traders Trust Company, the corporation
described in and which executed the above instrument; and that he signed his
name thereto by order of the board of directors of said corporation.
/s/ Lisa J. Dinger
-------------------------------------------
Notary Public
LISA J. DINGER
Notary Public, State of New York
Qualified in Niagara County
My Commission Expires Dec. 12, 1996
STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the 7th day of March in the year 1996, before me personally
came John J. Sciuto, to me known, who, being by me duly sworn, did depose and
say that he resides at 6392 Black Walnut Court, East Amherst, New York 14051;
that he is the President and CEO of Comptek Federal Systems, Inc., the
corporation described in and which executed the above instrument;
<PAGE> 108
- 99 -
and that he signed his name thereto by order of the board of directors of said
corporation.
/s/ Lisa J. Dinger
-------------------------------------------
Notary Public
LISA J. DINGER
Notary Public, State of New York
Qualified in Niagara County
My Commission Expires Dec. 12, 1996
<PAGE> 109
EXHIBIT A
Permitted Affiliates Transactions.
1. Employment Contracts by and between Borrower or Comptek Research and
certain Affiliates as are currently in force or entered into in
connection with the acquisition of Advanced Systems Development, Inc.
and the renewal or extension of the same on substantially similar
terms.
2. The granting of benefits, rights, loans, awards, stock options to any
affiliate pursuant to the terms of the currently in effect incentive
plans and the renewal or extension of the same on substantially
similar terms.
Permitted Indebtedness.
1. Loan from Rand Capital Corporation to Comptek Research in the
principal amount of $164,285 as evidenced by a Promissory Note dated
September 13, 1994.
2. The guarantee of lease payments by Comptek Research, Inc. to Moog,
Inc. for the leasing of facilities at 140 Mid County Drive pursuant to
lease agreement assigned to ARIA Wireless Systems, Inc. from Comptek
Telecommunications, Inc. expiring August 31, 1997.
3. Environmental indemnification letter agreement dated October 19, 1994,
issued by Comptek Research to Elgin E2, Inc. in connection with the
sale of assets of Industrial Systems Service, Inc., a wholly owned
subsidiary of Comptek Research, Inc.
Permitted Investments and Loans.
1. Senior Subordinated 12% Notes in the aggregate amount of $1,667,000
issued by ARIA Wireless Systems, Inc. to Comptek Research.
2. Promissory Note issued by ARIA Wireless Systems, Inc. to Comptek
Research dated September 8, 1994, having an outstanding principal
balance of $515,625.
3. Comptek Note issued by ARIA Wireless Systems, Inc. to Comptek Research
dated January 19, 1996, having an outstanding principal balance of
$194,000.
4. 20,000 shares of M-Wave, Inc. common stock received by Comptek in
connection with the settlement of certain litigation.
5. Acquisition of Advanced Systems Development, Inc. consistent with the
use of proceeds specified in Section 6(a) of the Loan Agreement.
<PAGE> 110
6. Promissory Note issued by Key International, Inc. to Industrial
Systems Service, Inc. dated October 19, 1994 and assigned to Comptek
Research, having an outstanding balance of $225,000.
Permitted Liens
1. Any security interest previously granted by the Borrower, Comptek
Research, or ASDI to any secured party or assignee thereof named in
any financing statement described in Rider 1 attached to an made a
part of this Exhibit A, but only to the extent that such security
interest shall (a) cover any property described in such financing
statement and (b) secure payment of the unpaid balance of the purchase
price, or the unpaid balance of lease obligations relating to the use,
of such property, any interest accrued or to accrue on such unpaid
balance and reasonable expenses of collection in connection therewith.
<PAGE> 111
RIDER 1 TO EXHIBIT A
<TABLE>
<CAPTION>
NUMBER FILING DATE JURISDICTION SECURED PARTY DEBTOR
<C> <C> <C> <C> <C>
240281 11/18/92 NYS Chesapeake Ind. Borrower
097252 05/06/93 NYS PNB Maryland Borrower
183202 08/26/93 NYS Siemens Credit Borrower
190521 09/07/93 NYS O/E Systems Borrower
213110 10/19/94 NYS Signet Borrower
258952 12/22/94 NYS Tricon Cap. Borrower
110367 05/31/95 NYS Vanguard Fin. Borrower
015069 11/16/92 Erie Co. Chesapeake Inc. Borrower
006145 05/13/93 Erie Co. FNB Maryland Borrower
012448 09/01/93 Erie Co. Siemens Credit Borrower
012756 09/09/93 Erie Co. O/E Systems Borrower
Q13-9716 10/24/94 Erie Co. Signet Borrower
Q18-624 06/06/95 Erie Co. Vanguard Fin. Borrower
253579 12/06/91 NYS Arm Group Comptek Research
097252 05/06/93 NYS FNB Maryland Comptek Research
015350 10/17/91 Erie Co. Arm Group Comptek Research
182849 09/08/95 NYS The CIT Group ASDI
249765 12/14/95 NYS The CIT Group ASDI
149345 07/12/93 NYS Development Bank of ASDI
Singapore
</TABLE>
<PAGE> 112
EXHIBIT B
________________
Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, New York 14240
Ladies and Gentlemen:
We refer to a Corporate Revolving and Term Loan Agreement,
dated March 7, 1995, between you and us (the "Loan Agreement"). In this
letter, the term "Revolving Loan Maturity Date" has the meaning given it in the
Loan Agreement.
Pursuant to Section 2j of the Loan Agreement, we are
requesting that the Revolving Loan Maturity Date be extended from March 31, ___
to March 31, ___. We acknowledge that, if prior to the Revolving Loan Maturity
Date you execute and deliver to us this extension request, the Revolving Loan
Maturity Date shall automatically be extended to March 31, ___ and that, if you
do not so execute and deliver this extension request, the Revolving Loan
Maturity Date shall remain March 31, ___.
Very truly yours,
COMPTEK FEDERAL SYSTEMS, INC.
By ________________________________
Title
Accepted and agreed to this
_____ day of ________________.
MANUFACTURERS AND TRADERS TRUST COMPANY
By_____________________________________
Title
<PAGE> 1
EXHIBIT 10.5a
Debt Covenant Modification, dated May 14, 1996,
between Registrant's subsidiary and
Manufacturers and Traders Trust Company
<PAGE> 2
AMENDMENT AGREEMENT
This Amendment Agreement is made this 14th day of May 1996 between
Manufacturers and Traders Trust Company, a New York banking organization having
its chief executive office at One M&T Plaza, Buffalo, New York 14240, (the
"Bank") and Comptek Federal Systems, Inc., a New York business corporation
having its chief executive office at 2732 Transit Road, Buffalo, New York
14224, (the "Borrower").
WHEREAS, the Bank and the Borrower previously entered into a Corporate
Revolving and Term Loan Agreement dated March 7, 1996 (the "Loan Agreement");
and
WHEREAS, the Bank and the Borrower now desire to amend certain
provisions of the Loan Agreement;
NOW, THEREFORE, effective as of the date of this Amendment Agreement,
the Bank and the Borrower agree as follows:
1. Section 7d of the Loan Agreement is amended to read as
follows:
<PAGE> 3
- 2 -
d. LEVERAGE RATIO. Assure that (i) at the end of the fiscal
quarter of Comptek Research ending on March 31, 1996 and the end of
the fiscal quarter of Comptek Research ending on June 30, 1996 all
consolidated indebtedness of all Related Entities other than any
indebtedness of any Related Entity that is fully subordinated pursuant
to a subordination agreement in form and substance satisfactory to the
Bank to all indebtedness and other obligations of the Borrower to the
Bank, whether now existing or hereafter arising or accruing, does not
exceed 490% of Related Entity Equity and (ii) at the end of the fiscal
quarter of Comptek Research ending on September 30, 1996 and the end
of each subsequent fiscal quarter of Comptek Research all such
consolidated indebtedness does not exceed 480% of Related Entity
Equity;
2. Section 7e of the Loan Agreement is amended to read as
follows:
e. RELATED ENTITY EQUITY. Assure that (i) at all times during
the period beginning on the date of this Agreement and ending on June
30, 1996 Related Entity Equity is at least $3,640,000 and (ii) at all
times after June 30, 1996 Related Entity Equity is at least
$3,900,000;
3. The Loan Agreement is changed by this Amendment Agreement only
to the extent that it is specifically amended by this Amendment Agreement, and,
as so amended, the Loan Agreement shall remain in full force and effect.
Effective as of the date of this Amendment Agreement, references in the Loan
Agreement to "this Agreement" shall be deemed to be references to the Loan
Agreement as amended by this Amendment Agreement.
4. The effectiveness of this Amendment Agreement shall be
contingent upon the receipt by the Bank, upon the
<PAGE> 4
- 3 -
execution and delivery to the Bank of this Amendment Agreement by the Borrower,
in form and substance satisfactory to the Bank, of evidence of the taking and
the continuation in full force and effect on the date of this Amendment
Agreement of each corporate or other action of the Borrower and each action by
any individual, court, agency or other governmental body or other entity
necessary to authorize the execution, delivery to the Bank and performance of
this Amendment Agreement and each instrument, agreement and other writing
contemplated to be executed and delivered to the Bank in connection with this
Amendment Agreement.
IN WITNESS WHEREOF, the Bank and the Borrower have caused this
Amendment Agreement to be duly executed on the date shown at the beginning of
this Amendment Agreement.
MANUFACTURERS AND TRADERS TRUST COMPANY
By /s/ Paul T. Pitman
---------------------------------
Paul T. Pitman, Vice President
COMPTEK FEDERAL SYSTEMS, INC.
By: /s/ John J. Sciuto
---------------------------------
John J. Sciuto, President and CEO
<PAGE> 5
- 4 -
ACKNOWLEDGMENTS
STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the 8th day of May in the year 1996, before me personally came Paul
T. Pitman, to me known, who, being by me duly sworn, did depose and say that he
resides at 205 Westfield Road, Amherst, New York 14226; that he is a Vice
President of Manufacturers and Traders Trust Company, the corporation described
in and which executed the above instrument; and that he signed his name thereto
by order of the board of directors of said corporation.
/s/ Jill T. Adcock
-----------------------------------
Notary Public
Jill T. Adcock
Notary Public, State of New York
Qualified in Niagara County
My Commission Expires July 27, 1996
STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the 14 day of May in the year 1996, before me personally came John
J. Sciuto, to me known, who, being by me duly sworn, did depose and say that he
resides at 6392 Black Walnut Court, East Amherst, New York 14051; that he is
the President and CEO of Comptek Federal Systems, Inc., the corporation
described in and which executed the above instrument;
<PAGE> 6
- 5 -
and that he signed his name thereto by order of the board of directors of said
corporation.
/s/ Christopher A. Head
-------------------------
Notary Public
CHRISTOPHER A. HEAD
Notary Public, State of New York
Qualified In Erie County
My Commission Expires April 30, 1998
<PAGE> 1
EXHIBIT 10.8e
Amendments P00138 through P00147,
inclusive, to Contract No. N00024-90-C-5208
<PAGE> 2
<TABLE>
<S> <C>
NESECVJO 4270/7 (5/84)
- ------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES
U 1 7
- ------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO.
P00138 SEE BLK 16C. N00024-96-FR-54515 6-03KF-54525
- ------------------------------------------------------------------------------------------------------------------------
6. ISSUED BYCODE CODE N00024 7. ADMINISTERED BY (If other than Item 6) CODE S3305A
NAVAL SEA SYSTEMS COMMAND DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY, SEA-0251D BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106, EXT. 517
- ------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) |(X)|9A. AMENDMENT OF SOLICITATION NO.
| |---------------------------------------
CEC NO: 789995610 | |9B. DATED (SEE ITEM 11)
| |
COMPTEK FEDERAL SYSTEMS, INC. | |---------------------------------------
2732 TRANSIT ROAD | |10A. MODIFICATION OF CONTRACT/ORDER NO.
BUFFALO, NY 14224-2523 | | N00024-90-C-5208
| |---------------------------------------
TIN NO: 16-1411419 | |10B. DATED (SEE ITEM 13)
- ----------------------------------------------------------------------------| | 30 MARCH 1990
CODE | | |
OTTJ6 | FACILITY CODE | |
- ------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
____is extended, ____is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___ copies of the amendment; (b)
By acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or Letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- ------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (if required)
SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEET(S).
- ------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ------------------------------------------------------------------------------------------------------------------------
| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
- ------------------------------------------------------------------------------------------------------------------------
| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
| ADMINISTRATIVE CHANGES (such as changes in paying | office,
| appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
| AUTHORITY OF FAR 43.103(b).
- ------------------------------------------------------------------------------------------------------------------------
| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- ------------------------------------------------------------------------------------------------------------------------
| D. OTHER (Specify type of modification and authority)
x | UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS CLAUSE.
- ------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not, [ ] is required to sign this document and return __ copies to the issuing office.
- ------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
SEE THE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- ------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| LINDA MCCARTHY
| CONTRACTING OFFICER
- --------------------------------------------------------------- --------------------------------------------------------
15B. CONTRACTOR/OFFEROR | 15C. DATE SIGNED | | 16C. DATE SIGNED
| | By /s/LINDA MCCARTHY |
- ------------------------------------------------------------------------------------------|
Signature of person authorized to sign) (Signature of Contracting officer) | 26 JAN 96
- -------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070
PREVIOUS EDITION UNUSABLE 30-105 STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
FAR (48 CFR) 53.243
</TABLE>
<PAGE> 3
N00024-90-C-5208
N00024-96-FR-54525
Modification P00138
Page 2 of 7
A. The purpose of this modification is to (a) make administrative change to
P00137 and (b) provide additional funds under CLIN 0029 in the amount of
$150,000.00. Accordingly, Contract N00024-90-C-5208 is modified as follows:
1. Under P00137 page 3 of 7 paragraph 5, $34,466,591 should read $35,466,591.
2. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003, 0005,
0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027, 0028, 0029,
and 0030 of the attached accounting data sheet, funding under this contract is
increased by $150,000.00 apportioned as follows:
<TABLE>
<CAPTION>
EST FIXED
ITEM COST COM FEE TOTAL
---- ---- --- --- -----
<S> <C> <C> <C> <C> <C>
0029AA 140,097 90 9,813 150,000
</TABLE>
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
<PAGE> 4
N00024-90-C-5208
N00024-96-FR-54525
Modification P00138
Page 3 of 7
2. Accordingly the amount funded to date is increased by $150,000.00 from
$35,466,591.00 to a new total of $35,616,591 apportioned as follows:
<TABLE>
<CAPTION>
EST
ITEM COST COM FIXED FEE TOTAL CATEGORY
---- ---- --- --------- ----- --------
<C> <C> <C> <C> <C> <C>
0001AA 1,284,239 763 89,898 1,374,900 RDT&E,N
0001AB 84,066 50 5,884 90,000 FMS
0001AC 611,810 365 42,825 655,000 O&MN
0001AD 672,523 401 47,076 720,000 OPN
0001AE 186,812 111 13,077 200,000 SCN
0001AH 233,514 141 16,345 250,000 OTHER AGENCY
0004AC 46,703 28 3,269 50,000 SCN
0005AA 46,703 28 3,269 50,000 RDT&E
0005AB 802,358 477 56,165 859,000 SCN
0005AD 513,733 306 35,961 550,000 OTHER AGENCY
0007AA 842,803 500 58,997 902,300 RDT&E
0007AB 119,558 73 8,369 128,000 FMS
0007AC 520,272 309 36,419 557,000 O&MN
0007AD 817,303 486 57,211 875,000 OPN
0007AE 910,710 540 63,750 975,000 SCN
0007AF 382,965 228 26,807 410,000 DBOF
0007AG 56,044 33 3,923 60,000 NAVAIR RDT&E
0007AH 289,559 172 20,269 310,000 SPAWAR OPN
0007AJ 46,703 28 3,269 50,000 NAVAIR NG
0007AK 373,624 222 26,154 400,000 NAVAIR FMS
THRU
0007AS
0011AB 168,131 100 11,769 180,000 SCN
0011AD 177,472 105 12,423 190,000 SPAWAR RDT&E
0011AE 158,790 94 11,116 170,000 SCN
------- ----- ------- ----------
SUB TOTAL 9,346,395 5,560 654,245 10,006,200
TO DATE
</TABLE>
<PAGE> 5
N00024-90-C-5208
N00024-96-FR-54525
Modification P00138
Page 4 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
0012AA 760,704 462 53,234 814,400 O&MN
0012AB 1,358,597 817 95,086 1,454,500 RDT&E
0012AC 94,531 57 6,616 101,204 FMS
0012AD 1,516,903 907 106,190 1,624,000 OPN
0012AF 14,945 9 1,046 16,000 FMS
0012AG 35,303 21 2,472 37,796 FMS
0012AH 18,681 11 1,308 20,000 FMS
0012AJ 18,681 11 1,308 20,000 FMS
0012AK 23,351 14 1,635 25,000 FMS
0012AL 84,064 50 5,886 90,000 FMS
0012AM 42,032 25 2,943 45,000 FMS
0012AN 42,032 25 2,943 45,000 FMS
0012AP 82,196 49 5,755 88,000 SPAWAR/OPN
0012AQ 240,053 144 16,803 257,000 DBOF
0012AR 4,670 3 327 5,000 OTHER
0012AS 102,695 67 7,188 109,950 OTHER/DBOF
------- ----- ------- ---------
SUB-TOTAL 4,439,438 2,672 310,740 4,752,850
SUB-TOTAL
TO DATE 13,785,833 8,232 964,985 14,759,050
</TABLE>
<PAGE> 6
N00024-90-C-5208
N00024-96-FR-54525
Modification P00138
Page 5 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 13,785,833 8,232 964,985 14,759,050
0012AT 112,087 67 7,846 120,000 FMS
0012AU 112,087 67 7,846 120,000 FMS
0012AV 51,373 31 3,596 55,000 FMS
0012AW 18,681 11 1,308 20,000 FMS
0012AX 46,703 28 3,269 50,000 FMS
0012AY 46,703 28 3,269 50,000 FMS
0012AZ 18,681 11 1,308 20,000 FMS
0012BA 4,670 3 327 5,000 FMS
0012BB 168,130 101 11,769 180,000 FMS
0013AA 233,520 145 16,335 250,000 OPN
--------- ----- ------- ---------
TOTAL 812,635 492 56,873 870,000
0017AA 1,071,486 693 75,046 1,147,225 RDT&E
0017AC 369,859 241 25,900 396,000 O&MN
0017AD 1,499,061 962 104,977 1,605,000 OPN
0017AE 1,821,483 1,171 127,546 1,950,200 SCN
0017AF 46,700 31 3,269 50,000 OTHER
0017AG 405,517 260 28,403 434,180 DBOF
0017AH 36,613 23 2,564 39,200 FMS
0017AJ 152,241 100 10,659 163,000 WPN
0017AK 56,039 36 3,925 60,000 APN
0017AL 70,050 47 4,903 75,000 O&MN
--------- ----- ------- ---------
TOTAL 5,529,049 3,564 387,192 5,919,805
0022AA 819,101 524 57,375 877,000 RDT&E
0022AB 0 0 0 0 FMS
0022AC 348,375 223 24,402 373,000 O&MN
0022AD 962,000 616 67,384 1,030,000 OPN
0022AE 93,398 60 6,542 100,000 SCN
0022AF 0 0 0 0 DBOF
0022AG 34,557 22 2,421 37,000 WPN
0022AH 0 0 0 0 APN
--------- ----- ------- ---------
TOTAL 2,257,431 1,445 158,124 2,417,000
SUB-TOTAL
TO DATE 22,384,948 13,733 1,567,174 23,965,855
</TABLE>
<PAGE> 7
N00024-90-C-5208
N00024-96-FR-54525
Modification P00138
Page 6 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
SUB
<S> <C> <C> <C> <C> <C>
TOTAL 22,384,948 13,733 1,567,174 23,965,855
0023AA 513,221 330 35,949 549,500 RDT&E
0023AB 322,224 206 22,570 345,000 O&MN
--------- ------- ------- ---------
SUB TOTAL 835,445 536 58,519 894,500
0024AA 0 0 0 0 RDT&E
0024AB 37,359 24 2,617 40,000 O&MN
0024AC 803,225 514 56,261 860,000 SCN
0024AD 46,699 30 3,271 50,000 FMS
--------- ------- ------- ---------
SUB TOTAL 887,283 568 62,149 950,000
0025AA 205,476 132 14,392 220,000 RDT&E
0025AB 0 0 0 0 O&MN
--------- ------- ------- ---------
SUB TOTAL 205,476 132 14,392 220,000
0026AA 216,682 139 15,179 232,000 RDT&E
0026AB 359,527 285 25,188 385,000 SCN
0026AC 91,997 59 6,444 98,500 OPN
0026AD 800,423 512 56,065 857,000 O&MN
0026AE 18,680 12 1,308 20,000 FMS
0026AF 18,680 12 1,308 20,000 OTHER
0026AG 58,374 37 4,089 62,500 DBOF
0026AH 9,340 6 654 10,000 DOD-R&D
--------- ------- ------- ---------
SUB TOTAL 1,573,703 1,062 110,235 1,685,000
0027 555,272 4,395 38,869 598,536
--------- ------- ------- ---------
SUB TOTAL 555,272 4,395 38,869 598,536
0028AA 1,008,699 646 70,655 1,080,000 O&MN
0028AB 1,418,716 909 99,375 1,519,000 RDT&E,N
0028AC 798,552 513 55,935 855,000 SCN
0028AD 1,428,991 916 100,093 1,530,000 OPN
0028AE 0 0 0 0 WPN
0028AF 0 0 0 0 APN
0028AG 0 0 0 0 FMS
0028AH 0 0 0 0 DBOF
0028AJ 0 0 0 0 OTHER
--------- ------- ------- ---------
SUB TOTAL 4,654,958 2,984 326,058 4,984,000
SUB TOTAL TO 31,097,085 23,410 2,177,396 33,297,891
DATE
</TABLE>
<PAGE> 8
N00024-90-C-5208
N00024-96-FR-54525
Modification P00138
Page 7 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 31,097,085 23,410 2,177,396 33,297,891
0029AA 433,086 278 30,336 463,700 O&MN
0029AB 630,435 405 44,160 675,000 RDT&E,N
0029AC 999,360 641 69,999 1,070,000 SCN
0029AD 65,379 42 4,579 70,000 OPN
0029AE 0 0 0 0 WPN
0029AF 0 0 0 0 APN
0029AG 0 0 0 0 FMS
0029AH 0 0 0 0 DBOF
0029AJ 0 0 0 0 OTHER
0029AK 37,359 24 2,617 40,000 DOD (R&D)
TOTAL 2,165,619 1,390 151,691 2,318,700
0030AA 0 0 0 0 O&MN
0030AB 0 0 0 0 RDT&E,N
0030AC 0 0 0 0 SCN
0030AD 0 0 0 0 OPN
0030AE 0 0 0 0 WPN
0030AF 0 0 0 0 APN
0030AG 0 0 0 0 FMS
0030AH 0 0 0 0 DBOF
0030AJ 0 0 0 0 OTHER
- - - -
TOTAL 0 0 0 0
SUB-TOTAL
TO DATE 33,262,704 24,800 2,329,087 35,616,591
</TABLE>
B. Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.
<PAGE> 9
<TABLE>
<S> <C> <C> <C>
Page: 1 of 1
- ------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ------------------------------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIN) | 2. SUPPL PIN | 3. DATE EFFECTIVE |
| | YR. MO. DA. |
N0002490C5208 | P00138 | 95 10 27 |
| | |
- ------------------------------------------------------------------------------------------------
| | |
4. PROCUREMENT REQUEST NO. | 5. PAYING OFC | 6. TYPE OF MOD. | 7. TAC
TI-95-X50 | | |
N0002496FR54525 | | |
- ------------------------------------------------------------------------------------------------
8. | 9. | 10. | 11. | 12. | 13. | 14.
| | | | | |
| REFERENCE | | | | |
A | DOCUMENT | REF | CLIN | SLIN | QTY | UNIT
C | NUMBER | ACRN| | | |
T | | | | | |
- ---------------------------------------------------------------------------
A | N0002495PD92337 | | 0029 | AC | |
| CVN-76 | | | | |
- ---------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FINANCIAL ACCOUNTING DATA SHEET -- Continued
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- ---------------------------------------------------------------------------------------------------------------------------
A. | B. | C. | D. OBJ | E. BCN | F. | G. | H.| I. | J. COST CODE |
| | | CLASS |---------------| | | | |------------------------| AMOUNT
ACRN| APPROPRIATION| SUBHEAD | | PARM | RM | SA | AAA | TT| PAA | PROJ. UNIT MCC PDLI&S|
- ----|--------------|----------|--------------------------------------------------------------------------------------------
| | | K. OTHER THAN NAVY ACCOUNTING DATA |
| | |--------------------------------------------------------------------------------------------
MS | 1751711 | 8210 | 000 | 3P | WGL | 0 | 068342| 2D| 000000| 22178| 4TS |001S |$150,000.00
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | ***CVN 76 OWLD 1/04***| | | | |
| | | | | | | | | |
- ---------------------------------------------------------------------------------------------------------------------------
| | | | | | TOTAL | 150,000.00
- ----|--------------|----------|-------------|------|------------------------|-------|----------|--------|------------------
|
17. FINANCIAL MANAGER |18. COMPTROLLER CLEARANCE
- ----------------------------------------------------------------------------------------------------------------------------
SIGNATURE | DATE | OBLIGATION OF FUNDS IS AUTHORIZED | SIGNATURE | DATE
| 10/30/95 | IN AMOUNTS SHOWN IN COLUMN 16 ABOVE | | 1/17/96
/S/ Linda Grantham | | | |
L. GRANTHAM, PEO TAD-D12 | | | /S/ J.L. GARRIS |
| | | BY DIRECTION OF |
| | | CAPT. M.C. FOOTE |
| | | DEPUTY COMMANDER/COMPTROLLER |
- ------------------------------|----------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 10
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES
U 1 7
- ------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REG. NO. 5. PROJECT NO.
P00139 SEE BLK 16C. N00024-96-FR-54526 6-03KF-54526
- ------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY (If other than Item 6) CODE S3305A
NAVAL SEA SYSTEMS COMMAND DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY, SEA-0251D BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106
- ------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) |(X)|9A. AMENDMENT OF SOLICITATION NO.
| |---------------------------------------
CEC NO: 789995610 | |9B. DATED (SEE ITEM 11)
| |
COMPTEK FEDERAL SYSTEMS, INC. | |---------------------------------------
2732 TRANSIT ROAD | |10A. MODIFICATION OF CONTRACT/ORDER NO.
BUFFALO, NY 14224-2523 | |
| X | N00024-90-C-5208
- ----------------------------------------------------------------------------| | --------------------------------------
TIN NO: 16-1411419 | | 10B. DATED (SEE ITEM 13)
- ----------------------------------------------------------------------------| | 30 MARCH 1990
CODE OTTJ6 | FACILITY CODE | |
- ------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of
Offers _______ is extended, ______ is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___ copies of the amendment; (b)
By acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- ------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (if required)
SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- ------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ------------------------------------------------------------------------------------------------------------------------
| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
- ------------------------------------------------------------------------------------------------------------------------
| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in
| paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
| AUTHORITY OF FAR 43.103(b).
- ------------------------------------------------------------------------------------------------------------------------
| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- ------------------------------------------------------------------------------------------------------------------------
| D. OTHER (Specify type of modification and authority)
X | UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS CLAUSE.
- ------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not, [ ] is required to sign this document and return __ copies to the issuing office.
- ------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- ------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| LINDA MCCARTHY
| CONTRACTING OFFICER
- --------------------------------------------------------------- --------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED | | 16C. DATE SIGNED
| By /s/LINDA MCCARTHY |
- ------------------------------------------------------------------------------------------|
Signature of person authorized to sign) (Signature of Contracting officer) | 01 FEB 96
- -------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
</TABLE>
<PAGE> 11
N00024-90-C-5208
N00024-96-FR-54526
Modification P00139
Page 2 of 7
A. The purpose of this modification is to provide additional funds under
CLIN 0029 in the amount of $90,000.00. Accordingly, Contract N00024-90-C-5208
is modified as follows:
1. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003, 0005,
0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027, 0028, 0029,
and 0030 of the attached accounting data sheet, funding under this contract is
increased by $90,000.00 apportioned as follows:
<TABLE>
<CAPTION>
EST FIXED
ITEM COST COM FEE TOTAL
---- ---- --- -------- -----
<S> <C> <C> <C> <C>
0029AA 84,058 54 5,888 90,000
</TABLE>
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
<PAGE> 12
N00024-90-C-5208
N00024-96-FR-54526
Modification P00139
Page 3 of 7
2. Accordingly the amount funded to date is increased by $90,000.00 from
$35,616,591.00 to a new total of $35,706,591 apportioned as follows:
<TABLE>
<CAPTION>
EST
ITEM COST COM FIXED FEE TOTAL CATEGORY
- ---- ---- --- --------- ----- --------
<S> <C> <C> <C> <C> <C>
0001AA 1,284,239 763 89,898 1,374,900 RDT&E,N
0001AB 84,066 50 5,884 90,000 FMS
0001AC 611,810 365 42,825 655,000 O&MN
0001AD 672,523 401 47,076 720,000 OPN
0001AE 186,812 111 13,077 200,000 SCN
0001AH 233,514 141 16,345 250,000 OTHER AGENCY
0004AC 46,703 28 3,269 50,000 SCN
0005AA 46,703 28 3,269 50,000 RDT&E
0005AB 802,358 477 56,165 859,000 SCN
0005AD 513,733 306 35,961 550,000 OTHER AGENCY
0007AA 842,803 500 58,997 902,300 RDT&E
0007AB 119,558 73 8,369 128,000 FMS
0007AC 520,272 309 36,419 557,000 O&MN
0007AD 817,303 486 57,211 875,000 OPN
0007AE 910,710 540 63,750 975,000 SCN
0007AF 382,965 228 26,807 410,000 DBOF
0007AG 56,044 33 3,923 60,000 NAVAIR RDT&E
0007AH 289,559 172 20,269 310,000 SPAWAR OPN
0007AJ 46,703 28 3,269 50,000 NAVAIR NG
0007AK 373,624 222 26,154 400,000 NAVAIR FMS
THRU
0007AS
0011AB 168,131 100 11,769 180,000 SCN
0011AD 177,472 105 12,423 190,000 SPAWAR RDT&E
0011AE 158,790 94 11,116 170,000 SCN
-------- ----- ------- ----------
SUB TOTAL 9,346,395 5,560 654,245 10,006,200
TO DATE
</TABLE>
<PAGE> 13
N00024-90-C-5208
N00024-96-FR-54526
Modification P00139
Page 4 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
0012AA 760,704 462 53,234 814,400 O&MN
0012AB 1,358,597 817 95,086 1,454,500 RDT&E
0012AC 94,531 57 6,616 101,204 FMS
0012AD 1,516,903 907 106,190 1,624,000 OPN
0012AF 14,945 9 1,046 16,000 FMS
0012AG 35,303 21 2,472 37,796 FMS
0012AH 18,681 11 1,308 20,000 FMS
0012AJ 18,681 11 1,308 20,000 FMS
0012AK 23,351 14 1,635 25,000 FMS
0012AL 84,064 50 5,886 90,000 FMS
0012AM 42,032 25 2,943 45,000 FMS
0012AN 42,032 25 2,943 45,000 FMS
0012AP 82,196 49 5,755 88,000 SPAWAR/OPN
0012AQ 240,053 144 16,803 257,000 DBOF
0012AR 4,670 3 327 5,000 OTHER
0012AS 102,695 67 7,188 109,950 OTHER/DBOF
--------- ----- ------- ---------
SUB-TOTAL 4,439,438 2,672 310,740 4,752,850
SUB-TOTAL 13,785,833 8,232 964,985 14,759,050
TO DATE
</TABLE>
<PAGE> 14
N00024-90-C-5208
N00024-96-FR-54526
Modification P00139
Page 5 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 13,785,833 8,232 964,985 14,759,050
0012AT 112,087 67 7,846 120,000 FMS
0012AU 112,087 67 7,846 120,000 FMS
0012AV 51,373 31 3,596 55,000 FMS
0012AW 18,681 11 1,308 20,000 FMS
0012AX 46,703 28 3,269 50,000 FMS
0012AY 46,703 28 3,269 50,000 FMS
0012AZ 18,681 11 1,308 20,000 FMS
0012BA 4,670 3 327 5,000 FMS
0012BB 168,130 101 11,769 180,000 FMS
0013AA 233,520 145 16,335 250,000 OPN
---------- ------ --------- ----------
TOTAL 812,635 492 56,873 870,000
0017AA 1,071,486 693 75,046 1,147,225 RDT&E
0017AC 369,859 241 25,900 396,000 O&MN
0017AD 1,499,061 962 104,977 1,605,000 OPN
0017AE 1,821,483 1,171 127,546 1,950,200 SCN
0017AF 46,700 31 3,269 50,000 OTHER
0017AG 405,517 260 28,403 434,180 DBOF
0017AH 36,613 23 2,564 39,200 FMS
0017AJ 152,241 100 10,659 163,000 WPN
0017AK 56,039 36 3,925 60,000 APN
0017AL 70,050 47 4,903 75,000 O&MN
---------- ------ --------- ----------
TOTAL 5,529,049 3,564 387,192 5,919,805
0022AA 819,101 524 57,375 877,000 RDT&E
0022AB 0 0 0 0 FMS
0022AC 348,375 223 24,402 373,000 O&MN
0022AD 962,000 616 67,384 1,030,000 OPN
0022AE 93,398 60 6,542 100,000 SCN
0022AF 0 0 0 0 DBOF
0022AG 34,557 22 2,421 37,000 WPN
0022AH 0 0 0 0 APN
---------- ------ --------- ----------
TOTAL 2,257,431 1,445 158,124 2,417,000
SUB-TOTAL
TO DATE 22,384,948 13,733 1,567,174 23,965,855
</TABLE>
<PAGE> 15
N00024-90-C-5208
N00024-96-FR-54526
Modification P00139
Page 6 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 22,384,948 13,733 1,567,174 23,965,855
0023AA 513,221 330 35,949 549,500 RDT&E
0023AB 322,224 206 22,570 345,000 O&MN
---------- ------- --------- ----------
SUB 835,445 536 58,519 894,500
TOTAL
0024AA 0 0 0 0 RDT&E
0024AB 37,359 24 2,617 40,000 O&MN
0024AC 803,225 514 56,261 860,000 SCN
0024AD 46,699 30 3,271 50,000 FMS
---------- ------- --------- ----------
SUB 887,283 568 62,149 950,000
TOTAL
0025AA 205,476 132 14,392 220,000 RDT&E
0025AB 0 0 0 0 O&MN
---------- ------- --------- ----------
SUB 205,476 132 14,392 220,000
TOTAL
0026AA 216,682 139 15,179 232,000 RDT&E
0026AB 359,527 285 25,188 385,000 SCN
0026AC 91,997 59 6,444 98,500 OPN
0026AD 800,423 512 56,065 857,000 O&MN
0026AE 18,680 12 1,308 20,000 FMS
0026AF 18,680 12 1,308 20,000 OTHER
0026AG 58,374 37 4,089 62,500 DBOF
0026AH 9,340 6 654 10,000 DOD-R&D
---------- ------- --------- ----------
SUB 1,573,703 1,062 110,235 1,685,000
TOTAL
0027 555,272 4,395 38,869 598,536
---------- ------- --------- ----------
SUB 555,272 4,395 38,869 598,536
TOTAL
0028AA 1,008,699 646 70,655 1,080,000 O&MN
0028AB 1,418,716 909 99,375 1,519,000 RDT&E,N
0028AC 798,552 513 55,935 855,000 SCN
0028AD 1,428,991 916 100,093 1,530,000 OPN
0028AE 0 0 0 0 WPN
0028AF 0 0 0 0 APN
0028AG 0 0 0 0 FMS
0028AH 0 0 0 0 DBOF
0028AJ 0 0 0 0 OTHER
---------- ------- --------- ----------
SUB 4,654,958 2,984 326,058 4,984,000
TOTAL
SUB TOTAL TO 31,097,085 23,410 2,177,396 33,297,891
DATE
</TABLE>
<PAGE> 16
N00024-90-C-5208
N00024-96-FR-54526
Modification P00139
Page 7 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 31,097,085 23,410 2,177,396 33,297,891
0029AA 517,144 332 36,224 553,700 O&MN
0029AB 630,435 405 44,160 675,000 RDT&E,N
0029AC 999,360 641 69,999 1,070,000 SCN
0029AD 65,379 42 4,579 70,000 OPN
0029AE 0 0 0 0 WPN
0029AF 0 0 0 0 APN
0029AG 0 0 0 0 FMS
0029AH 0 0 0 0 DBOF
0029AJ 0 0 0 0 OTHER
0029AK 37,359 24 2,617 40,000 DOD (R&D)
TOTAL 2,249,677 1,444 157,579 2,408,700
0030AA 0 0 0 0 O&MN
0030AB 0 0 0 0 RDT&E,N
0030AC 0 0 0 0 SCN
0030AD 0 0 0 0 OPN
0030AE 0 0 0 0 WPN
0030AF 0 0 0 0 APN
0030AG 0 0 0 0 FMS
0030AH 0 0 0 0 DBOF
0030AJ 0 0 0 0 OTHER
---------- ------ --------- ----------
TOTAL 0 0 0 0
SUB-TOTAL
TO DATE 33,346,762 24,854 2,334,975 35,706,591
</TABLE>
B. Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.
<PAGE> 17
<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N0002490C5208 P00139 96 01 25
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
A C DOCUMENT REF CLIN SLIN QTY UNIT
C 0 NUMBER ACRN
T D
E
- -----------------------------------------------------------------------------
A N0002496RA08U6N 0029 AA
- -----------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF 7. TAC
N0002496FR54526
TI-96-X25
- ------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- -----------------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ ----------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- ----------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------
MU 1761804 8U6N 000 SA 91W 0 068342 2D 04B6N0 46N45 000 0000 $90,000.00
- ------------------------------------------------------------------------------------------------------------
TOTAL $90,000.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
01/19/95 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE 01/25/96
/S/CAPT. H.R. HAUSE, SEA 91WD /S/ S.M. SIMPKINS
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
Page 1 of 1
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES
U 1 7
- ------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO.
P00140 SEE BLK 16C. N00024-96-FR-54530 6-03KF-54530
- ------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY (If other than Item 6) CODE S3305A
NAVAL SEA SYSTEMS COMMAND DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY, SEA-0251D BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106
- ------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) |(X)|9A. AMENDMENT OF SOLICITATION NO.
| | ---------------------------------------
CEC NO: 789995610 | | 9b. DATED (SEE ITEM 11)
| |
COMPTEK FEDERAL SYSTEMS, INC. | | ---------------------------------------
2732 TRANSIT ROAD | X | 10A. MODIFICATION OF CONTRACT/ORDER NO.
BUFFALO, NY 14224-2523 | | N00024-90-C-5208
| | ---------------------------------------
TIN NO: 16-1411419 | | 10B. DATED (SEE ITEM 13)
- --------------------------------------------------------------------------- | | 30 MARCH 1990
CODE OTTJ6 | FACILITY CODE | |
- ------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of
Offers _________ is extended,______ is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods:
(a) By completing items 8 and 15, and returning ___ copies of the amendment; (b)
By acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter; provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- ------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (if required)
SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEET(S).
- ------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ------------------------------------------------------------------------------------------------------------------------
| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
- ------------------------------------------------------------------------------------------------------------------------
| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in
| paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
| AUTHORITY OF FAR 43,103(b).
|
- ------------------------------------------------------------------------------------------------------------------------
| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- ------------------------------------------------------------------------------------------------------------------------
| D. OTHER (Specify type of modification and authority)
X | UNILATERAL MODIFICATION PURSUANT TO H-12 ALLOTMENT OF FUNDS CLAUSE
- ------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not, [ ] is required to sign this document and return __ copies to the issuing office.
- ------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- ------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| LINDA MCCARTHY
| CONTRACTING OFFICER
- --------------------------------------------------------------- --------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED | | 16C. DATE SIGNED
| By /s/LINDA MCCARTHY |
- ------------------------------------------------------------------------------------------|
(Signature of person authorized to sign) (Signature of Contracting officer) | 01 FEB 96
- -------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GS
FAR (48 CFR) 53.243
</TABLE>
<PAGE> 19
N00024-90-C-5208
N00024-96-FR-54530
Modification P00140
Page 2 of 7
A. The purpose of this modification is to (a) exercise Option 0030 (b) provide
the first increment of funding for Item 0030 in the amount of $300,000.00.
Accordingly, Contract N00024-90-C-5208 is modified as follows:
1. In accordance with P00108 (page 39 of 41) FAR 52.217.9 OPTIONS EXTEND THE
TERM OF THE CONTRACT hereby exercise Option for Item 0030 in the amount of
$300,000.00 ($280,194.00 estimated cost, $180.00 com, $19,626.00 fixed fee).
2. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003, 0005,
0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027, 0028, 0029,
and 0030 of the attached accounting data sheet, funding under this contract is
increased by $300,000.00 apportioned as follows:
<TABLE>
<CAPTION>
EST FIXED
ITEM COST COM FEE TOTAL
---- ---- --- --- -----
<S> <C> <C> <C> <C>
0030AB 280,194 180 19,626 300,000
</TABLE>
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
<PAGE> 20
N00024-90-C-5208
N00024-96-FR-54530
Modification P00140
Page 3 of 7
2. Accordingly the amount funded to date is increased by $300,000.00 from
$36,706,591.00 to a new total of $36,006,591 apportioned as follows:
<TABLE>
<CAPTION>
EST
ITEM COST COM FIXED FEE TOTAL CATEGORY
- ---- ---- --- --------- ----- --------
<S> <C> <C> <C> <C> <C>
0001AA 1,284,239 763 89,898 1,374,900 RDT&E,N
0001AB 84,066 50 5,884 90,000 FMS
0001AC 611,810 365 42,825 655,000 O&MN
0001AD 672,523 401 47,076 720,000 OPN
0001AE 186,812 111 13,077 200,000 SCN
0001AH 233,514 141 16,345 250,000 OTHER AGENCY
0004AC 46,703 28 3,269 50,000 SCN
0005AA 46,703 28 3,269 50,000 RDT&E
0005AB 802,358 477 56,165 859,000 SCN
0005AD 513,733 306 35,961 550,000 OTHER AGENCY
0007AA 842,803 500 58,997 902,300 RDT&E
0007AB 119,558 73 8,369 128,000 FJS
0007AC 520,272 309 36,419 557,000 O&MN
0007AD 817,303 486 57,211 875,000 OPN
0007AE 910,710 540 63,750 975,000 SCN
0007AF 382,965 228 26,807 410,000 DBOF
0007AG 56,044 33 3,923 60,000 NAVAIR RDT&E
0007AH 289,559 172 20,269 310,000 SPAWAR OPN
0007AJ 46,703 28 3,269 50,000 NAVAIR NG
0007AK 373,624 222 26,154 400,000 NAVAIR FMS
THRU
0007AS
0011AB 168,131 100 11,769 180,000 SCN
0011AD 177,472 105 12,423 190,000 SPAWAR RDT&E
0011AE 158,790 94 11,116 170,000 SCN
--------- ----- ------- ----------
SUB TOTAL 9,346,395 5,560 654,245 10,006,200
TO DATE
</TABLE>
<PAGE> 21
N00024-90-C-5208
N00024-96-FR-54530
Modification P00140
Page 4 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
0012AA 760,704 462 53,234 814,400 O&MN
0012AB 1,358,597 817 95,086 1,454,500 RDT&E
0012AC 94,531 57 6,616 101,204 FMS
0012AD 1,516,903 907 106,190 1,624,000 OPN
0012AF 14,945 9 1,046 16,000 FMS
0012AG 35,303 21 2,472 37,796 FMS
0012AH 18,681 11 1,308 20,000 FMS
0012AJ 18,681 11 1,308 20,000 FMS
0012AK 23,351 14 1,635 25,000 FMS
0012AL 84,064 50 5,886 90,000 FMS
0012AM 42,032 25 2,943 45,000 FMS
0012AN 42,032 25 2,943 45,000 FMS
0012AP 82,196 49 5,755 88,000 SPAWAR/OPN
0012AQ 240,053 144 16,803 257,000 DBOF
0012AR 4,670 3 327 5,000 OTHER
0012AS 102,695 67 7,188 109,950 OTHER/DBOF
---------- ----- ------- ----------
SUB-TOTAL 4,439,438 2,672 310,740 4,752,850
SUB-TOTAL
TO DATE 13,785,833 8,232 964,985 14,759,050
</TABLE>
<PAGE> 22
N00024-90-C-5208
N00024-96-FR-54530
Modification P00140
Page 5 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 13,785,833 8,232 964,985 14,759,050
0012AT 112,087 67 7,846 120,000 FMS
0012AU 112,087 67 7,846 120,000 FMS
0012AV 51,373 31 3,596 55,000 FMS
0012AW 18,681 11 1,308 20,000 FMS
0012AX 46,703 28 3,269 50,000 FMS
0012AY 46,703 28 3,269 50,000 FMS
0012AZ 18,681 11 1,308 20,000 FMS
0012BA 4,670 3 327 5,000 FMS
0012BB 168,130 101 11,769 180,000 FMS
0013AA 233,520 145 16,335 250,000 OPN
---------- ------ --------- ----------
TOTAL 812,635 492 56,873 870,000
0017AA 1,071,486 693 75,046 1,147,225 RDT&E
0017AC 369,859 241 25,900 396,000 O&MN
0017AD 1,499,061 962 104,977 1,605,000 OPN
0017AE 1,821,483 1,171 127,546 1,950,200 SCN
0017AF 46,700 31 3,269 50,000 OTHER
0017AG 405,517 260 28,403 434,180 DBOF
0017AH 36,613 23 2,564 39,200 FMS
0017AJ 152,241 100 10,659 163,000 WPN
0017AK 56,039 36 3,925 60,000 APN
0017AL 70,050 47 4,903 75,000 O&MN
---------- ------ --------- ----------
TOTAL 5,529,049 3,564 387,192 5,919,805
0022AA 819,101 524 57,375 877,000 RDT&E
0022AB 0 0 0 0 FMS
0022AD 348,375 223 24,402 373,000 O&MN
0022AC 962,000 616 67,384 1,030,000 OPN
0022AE 93,398 60 6,542 100,000 SCN
0022AF 0 0 0 0 DBOF
0022AG 34,557 22 2,421 37,000 WPN
0022AH 0 0 0 0 APN
---------- ------ --------- ----------
TOTAL 2,257,431 1,445 158,124 2,417,000
SUB-TOTAL
TO DATE 22,384,948 13,733 1,567,174 23,965,855
</TABLE>
<PAGE> 23
N00024-90-C-5208
N00024-96-FR-54530
Modification P00140
Page 6 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 22,384,948 13,733 1,567,174 23,965,855
0023AA 513,221 330 35,949 549,500 RDT&E
0023AB 322,224 206 22,570 345,000 O&MN
---------- ------- --------- ----------
SUB 835,445 536 58,519 894,500
TOTAL
0024AA 0 0 0 0 RDT&E
0024AB 37,359 24 2,617 40,000 O&MN
0024AC 803,225 514 56,261 860,000 SCN
0024AD 46,699 30 3,271 50,000 FMS
---------- ------- --------- ----------
SUB 887,283 568 62,149 950,000
TOTAL
0025AA 205,476 132 14,392 220,000 RDT&E
0025AB 0 0 0 0 O&MN
---------- ------- --------- ----------
SUB 205,476 132 14,392 220,000
TOTAL
0026AA 216,682 139 15,179 232,000 RDT&E
0026AB 359,527 285 25,188 385,000 SCN
0026AC 91,997 59 6,444 98,500 OPN
0026AD 800,423 512 56,065 857,000 O&MN
0026AE 18,680 12 1,308 20,000 FMS
0026AF 18,680 12 1,308 20,000 OTHER
0026AG 58,374 37 4,089 62,500 DBOF
0026AH 9,340 6 654 10,000 DOD-R&D
---------- ------- --------- ----------
SUB 1,573,703 1,062 110,235 1,685,000
TOTAL
0027 555,272 4,395 38,869 598,536
---------- ------- --------- ----------
SUB 555,272 4,395 38,869 598,536
TOTAL
0028AA 1,008,699 646 70,655 1,080,000 O&MN
0028AB 1,418,716 909 99,375 1,519,000 RDT&E,N
0028AC 798,552 513 55,935 855,000 SCN
0028AD 1,428,991 916 100,093 1,530,000 OPN
0028AE 0 0 0 0 WPN
0028AF 0 0 0 0 APN
0028AG 0 0 0 0 FMS
0028AH 0 0 0 0 DBOF
0028AJ 0 0 0 0 OTHER
------- --------- ----------
SUB 4,654,958 2,984 326,058 4,984,000
TOTAL
SUB TOTAL TO 31,097,085 23,410 2,177,396 33,297,891
DATE
</TABLE>
<PAGE> 24
N00024-90-C-5208
N00024-96-FR-54530
Modification P00140
Page 7 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 31,097,085 23,410 2,177,396 33,297,891
0029AA 517,144 332 36,224 553,700 O&MN
0029AB 630,435 405 44,160 675,000 RDT&E,N
0029AC 999,360 641 69,999 1,070,000 SCN
0029AD 65,379 42 4,579 70,000 OPN
0029AE 0 0 0 0 WPN
0029AF 0 0 0 0 APN
0029AG 0 0 0 0 FMS
0029AH 0 0 0 0 DBOF
0029AJ 0 0 0 0 OTHER
0029AK 37,359 24 2,617 40,000 DOD (R&D)
TOTAL 2,249,677 1,444 157,579 2,408,700
0030AA 0 0 0 0 O&MN
0030AB 280,194 180 19,626 300,000 RDT&E,N
0030AC 0 0 0 0 SCN
0030AD 0 0 0 0 OPN
0030AE 0 0 0 0 WPN
0030AF 0 0 0 0 APN
0030AG 0 0 0 0 FMS
0030AH 0 0 0 0 DBOF
0030AJ 0 0 0 0 OTHER
---------- ------ --------- ----------
TOTAL 280,194 180 19,626 300,000
SUB-TOTAL
TO DATE 33,626,956 25,034 2,354,601 36,006,591
</TABLE>
B. Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.
<PAGE> 25
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N00024-90-C-5208 P00140 95 11 06
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
A C DOCUMENT REF CLIN SLIN QTY UNIT
C 0 NUMBER ACRN
T D
E
- -----------------------------------------------------------------------------
A N0002496AF115YK 0030 AB
- -----------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- --------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
N0002496FR54530
N0002496FR
- --------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- -------------------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ ----------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- ----------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- --------------------------------------------------------------------------------------------------------------
MT 1761319 15YK 000 SA SDF 0 068342 2D 980510 U1604 ETS ETS0 100,000.00
PROGRAM ELEMENT 0604518N
- --------------------------------------------------------------------------------------------------------------
TOTAL 100,000.00
- --------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED DATE
01/02/96 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE 01/17/96
/S/LINDA GRANTHAM /S/ J.L. GARRIS
LINDA GRANTHAM BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 26
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N0002490C5208 P00140 95 11 09
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
A REFERENCE
C DOCUMENT REF CLIN SLIN QTY UNIT
T NUMBER ACRN
- -----------------------------------------------------------------------------
N0002496AF115XZ 0030 AB
- -----------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- --------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
96-x08
N0002496FR54530
- --------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- -------------------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ ----------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- ----------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- --------------------------------------------------------------------------------------------------------------
MQ 1761319 15XZ 000 SA SDF 0 068342 2D 980360 U2178 ETS ETS0 200,000.00
***PROGRAM ELEMENT 0604755N IS APPLICALBE***
- ------------------------------------------------------------------------------------------------------------
TOTAL 200,000.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
11/17/95 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE 01/17/96
/S/LINDA GRANTHAM, /S/ J.L. GARRIS
L. GRANTHAM, PEO TAD-D12 BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 27
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES
U 1 7
- -----------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REG. NO. 5. PROJECT NO.
P00141 SEE BLK 16C. N00024-96-FR-54531 6-03KF-54531
- -----------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY (If other than Item 6) CODE S3305A
NAVAL SEA SYSTEMS COMMAND DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY, SEA-0251D BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106
- -----------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) |(X)| 9A. AMENDMENT OF SOLICITATION NO.
| | --------------------------------------------
CEC NO: 789995610 | | 9b. DATED (SEE ITEM 11)
| |
COMPTEK FEDERAL SYSTEMS, INC. | | --------------------------------------------
2732 TRANSIT ROAD | X | 10A. MODIFICATION OF CONTRACT/ORDER NO.
BUFFALO, NY 14224-2523 | | NOOO24-90-C-5208
| | --------------------------------------------
TIN NO: 16-1411419 | | 10B. DATED (SEE ITEM 13)
- --------------------------------------------------------------------------- | | 30 MARCH 1990
CODE OTTJ6 | FACILITY CODE | |
- -----------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- -----------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of
Offers _________ is extended, ________ is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing items 8 and 15, and returning ___ copies of the amendment; (b)
By acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- -----------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (if required)
SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- -----------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- -----------------------------------------------------------------------------------------------------------------------------
| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
- -----------------------------------------------------------------------------------------------------------------------------
| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in
| paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
- -----------------------------------------------------------------------------------------------------------------------------
| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- -----------------------------------------------------------------------------------------------------------------------------
| D. OTHER (Specify type of modification and authority)
X | UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS CLAUSE.
- -----------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not, [ ] is required to sign this document and return __ copies to the issuing office.
- -----------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- -----------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| LINDA MCCARTHY
| CONTRACTING OFFICER
- --------------------------------------------------------------- -------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED | | 16C. DATE SIGNED
| By /s/LINDA MCCARTHY |
- ------------------------------------------------------------------------------------------|
Signature of person authorized to sign) (Signature of Contracting officer) | 01 FEB 96
- ------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
</TABLE>
<PAGE> 28
N00024-90-C-5208
N00024-96-FR-54531
Modification P00141
Page 2 of 7
A. The purpose of this modification is to provide additional funds under CLIN
0030 in the amount of $200,000.00. Accordingly, Contract N00024-90-C-5208 is
modified as follows:
1. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003, 0005,
0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027, 0028, 0029,
and 0030 of the attached accounting data sheet, funding under this contract is
increased by $200,000.00 apportioned as follows:
<TABLE>
<CAPTION>
EST FIXED
ITEM COST COM FEE TOTAL
---- ---- --- --- -----
<S> <C> <C> <C> <C>
0030AB 186,796 120 13,084 200,000
</TABLE>
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
<PAGE> 29
N00024-90-C-5208
N00024-96-FR-54531
Modification P00141
Page 3 of 7
2. Accordingly the amount funded to date is increased by $200,000.00 from
$36,006,591.00 to a new total of $36,206,591 apportioned as follows:
<TABLE>
<CAPTION>
EST
ITEM COST COM FIXED FEE TOTAL CATEGORY
- ---- ---- --- --------- ----- --------
<S> <C> <C> <C> <C> <C>
0001AA 1,284,239 763 89,898 1,374,900 RDT&E,N
0001AB 84,066 50 5,884 90,000 FMS
0001AC 611,810 365 42,825 655,000 O&MN
0001AD 672,523 401 47,076 720,000 OPN
0001AE 186,812 111 13,077 200,000 SCN
0001AH 233,514 141 16,345 250,000 OTHER AGENCY
0004AC 46,703 28 3,269 50,000 SCN
0005AA 46,703 28 3,269 50,000 RDT&E
0005AB 802,358 477 56,165 859,000 SCN
0005AD 513,733 306 35,961 550,000 OTHER AGENCY
0007AA 842,803 500 58,997 902,300 RDT&E
0007AB 119,558 73 8,369 128,000 FJS
0007AC 520,272 309 36,419 557,000 O&MN
0007AD 817,303 486 57,211 875,000 OPN
0007AE 910,710 540 63,750 975,000 SCN
0007AF 382,965 228 26,807 410,000 DBOF
0007AG 56,044 33 3,923 60,000 NAVAIR RDT&E
0007AH 289,559 172 20,269 310,000 SPAWAR OPN
0007AJ 46,703 28 3,269 50,000 NAVAIR NG
0007AK 373,624 222 26,154 400,000 NAVAIR FMS
THRU
0007AS
0011AB 168,131 100 11,769 180,000 SCN
0011AD 177,472 105 12,423 190,000 SPAWAR RDT&E
0011AE 158,790 94 11,116 170,000 SCN
--------- ----- ------- ----------
SUB TOTAL 9,346,395 5,560 654,245 10,006,200
TO DATE
</TABLE>
<PAGE> 30
N00024-90-C-5208
N00024-96-FR-54531
Modification P00141
Page 4 of 7
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
EST
ITEM COST COM FIXED FEE AMOUNT CATEGORY
- ---- ------ --- --------- ------ --------
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
0012AA 760,704 462 53,234 814,400 O&MN
0012AB 1,358,597 817 95,086 1,454,500 RDT&E
0012AC 94,531 57 6,616 101,204 FMS
0012AD 1,516,903 907 106,190 1,624,000 OPN
0012AF 14,945 9 1,046 16,000 FMS
0012AG 35,303 21 2,472 37,796 FMS
0012AH 18,681 11 1,308 20,000 FMS
0012AJ 18,681 11 1,308 20,000 FMS
0012AK 23,351 14 1,635 25,000 FMS
0012AL 84,064 50 5,886 90,000 FMS
0012AM 42,032 25 2,943 45,000 FMS
0012AN 42,032 25 2,943 45,000 FMS
0012AP 82,196 49 5,755 88,000 SPAWAR/OPN
0012AQ 240,053 144 16,803 257,000 DBOF
0012AR 4,670 3 327 5,000 OTHER
0012AS 102,695 67 7,188 109,950 OTHER/DBOF
---------- ----- ------- ----------
SUB-TOTAL 4,439,438 2,672 310,740 4,752,850
SUB-TOTAL
TO DATE 13,785,833 8,232 964,985 14,759,050
</TABLE>
<PAGE> 31
N00024-90-C-5208
N00024-96-FR-54531
Modification P00141
Page 5 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 13,785,833 8,232 964,985 14,759,050
0012AT 112,087 67 7,846 120,000 FMS
0012AU 112,087 67 7,846 120,000 FMS
0012AV 51,373 31 3,596 55,000 FMS
0012AW 18,681 11 1,308 20,000 FMS
0012AX 46,703 28 3,269 50,000 FMS
0012AY 46,703 28 3,269 50,000 FMS
0012AZ 18,681 11 1,308 20,000 FMS
0012BA 4,670 3 327 5,000 FMS
0012BB 168,130 101 11,769 180,000 FMS
0013AA 233,520 145 16,335 250,000 OPN
---------- ------ --------- ----------
TOTAL 812,635 492 56,873 870,000
0017AA 1,071,486 693 75,046 1,147,225 RDT&E
0017AC 369,859 241 25,900 396,000 O&MN
0017AD 1,499,061 962 104,977 1,605,000 OPN
0017AE 1,821,483 1,171 127,546 1,950,200 SCN
0017AF 46,700 31 3,269 50,000 OTHER
0017AG 405,517 260 28,403 434,180 DBOF
0017AH 36,613 23 2,564 39,200 FMS
0017AJ 152,241 100 10,659 163,000 WPN
0017AK 56,039 36 3,925 60,000 APN
0017AL 70,050 47 4,903 75,000 O&MN
---------- ------ --------- ----------
TOTAL 5,529,049 3,564 387,192 5,919,805
0022AA 819,101 524 57,375 877,000 RDT&E
0022AB 0 0 0 0 FMS
0022AC 348,375 223 24,402 373,000 O&MN
0022AD 962,000 616 67,384 1,030,000 OPN
0022AE 93,398 60 6,542 100,000 SCN
0022AF 0 0 0 0 DBOF
0022AG 34,557 22 2,421 37,000 WPN
0022AH 0 0 0 0 APN
---------- ------ --------- ----------
TOTAL 2,257,431 1,445 158,124 2,417,000
SUB-TOTAL
TO DATE 22,384,948 13,733 1,567,174 23,965,855
</TABLE>
<PAGE> 32
N00024-90-C-5208
N00024-96-FR-54531
Modification P00141
Page 6 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 22,384,948 13,733 1,567,174 23,965,855
0023AA 513,221 330 35,949 549,500 RDT&E
0023AB 322,224 206 22,570 345,000 O&MN
---------- ------- --------- ----------
SUB 835,445 536 58,519 894,500
TOTAL
0024AA 0 0 0 0 RDT&E
0024AB 37,359 24 2,617 40,000 O&MN
0024AC 803,225 514 56,261 860,000 SCN
0024AD 46,699 30 3,271 50,000 FMS
---------- ------- --------- ----------
SUB 887,283 568 62,149 950,000
TOTAL
0025AA 205,476 132 14,392 220,000 RDT&E
0025AB 0 0 0 0 O&MN
---------- ------- --------- ----------
SUB 205,476 132 14,392 220,000
TOTAL
0026AA 216,682 139 15,179 232,000 RDT&E
0026AB 359,527 285 25,188 385,000 SCN
0026AC 91,997 59 6,444 98,500 OPN
0026AD 800,423 512 56,065 857,000 O&MN
0026AE 18,680 12 1,308 20,000 FMS
0026AF 18,680 12 1,308 20,000 OTHER
0026AG 58,374 37 4,089 62,500 DBOF
0026AH 9,340 6 654 10,000 DOD-R&D
---------- ------- --------- ----------
SUB 1,573,703 1,062 110,235 1,685,000
TOTAL
0027 555,272 4,395 38,869 598,536
------- ------- --------- ---------
SUB 555,272 4,395 38,869 598,536
TOTAL
0028AA 1,008,699 646 70,655 1,080,000 O&MN
0028AB 1,418,716 909 99,375 1,519,000 RDT&E,N
0028AC 798,552 513 55,935 855,000 SCN
0028AD 1,428,991 916 100,093 1,530,000 OPN
0028AE 0 0 0 0 WPN
0028AF 0 0 0 0 APN
0028AG 0 0 0 0 FMS
0028AH 0 0 0 0 DBOF
0028AJ 0 0 0 0 OTHER
---------- ------- --------- ----------
SUB 4,654,958 2,984 326,058 4,984,000
TOTAL
SUB
TOTAL TO 31,097,085 23,410 2,177,396 33,297,891
DATE
</TABLE>
<PAGE> 33
N00024-90-C-5208
N00024-96-FR-54531
Modification P00141
Page 7 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB
TOTAL 31,097,085 23,410 2,177,396 33,297,891
0029AA 517,144 332 36,224 553,700 O&MN
0029AB 630,435 405 44,160 675,000 RDT&E,N
0029AC 999,360 641 69,999 1,070,000 SCN
0029AD 65,379 42 4,579 70,000 OPN
0029AE 0 0 0 0 WPN
0029AF 0 0 0 0 APN
0029AG 0 0 0 0 FMS
0029AH 0 0 0 0 DBOF
0029AJ 0 0 0 0 OTHER
0029AK 37,359 24 2,617 40,000 DOD (R&D)
TOTAL 2,249,677 1,444 157,579 2,408,700
0030AA 0 0 0 0 O&MN
0030AB 466,990 300 32,710 500,000 RDT&E,N
0030AC 0 0 0 0 SCN
0030AD 0 0 0 0 OPN
0030AE 0 0 0 0 WPN
0030AF 0 0 0 0 APN
0030AG 0 0 0 0 FMS
0030AH 0 0 0 0 DBOF
0030AJ 0 0 0 0 OTHER
---------- ------ ---------- ----------
TOTAL 466,900 300 32,710 500,000
SUB-TOTAL
TO DATE 33,813,752 25,154 2,367,685 36,206,591
</TABLE>
B. Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.
<PAGE> 34
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N00024 90 C 5208 P00141 95 11 27
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
ACT DOCUMENT REF CLIN SLIN QTY UNIT
CODE NUMBER ACRN
- -----------------------------------------------------------------------------
N0002496AF185YV 0030 AB
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
TI 95-X11 (A)
N0002496FR54531
- ------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- -------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ --------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- ------------------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------
MP 1761319 85YV 000 SA 317 0 068342 2D 980360 S1803 000 00100 $200,000.00
- ------------------------------------------------------------------------------------------------------------
Note: This funding document provides specific financial authority for the period 1 October 1995 through
13 November 1995. Any additional funding under this authorization is issued in anticipation of the
enactment of a FY 96 DOD appropriation act or an extended FY 96 continuing resolution authority and
is subject to all the provisions of whichever act becomes applicable.
- ------------------------------------------------------------------------------------------------------------
PROGRAM ELEMENT 0604567N IS APPLICABLE TOTAL $200,000.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
JAN PAUL HOPE, PMS317F
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
/S/ JAN PAUL HOPE 11/27/95 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE /S/ J.L. PRICHETT 12/29/95
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 35
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES
U 1 7
- ------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REG. NO. 5. PROJ NO.
P00142 SEE BLK 16C. N00024-96-FR-54536 6-03KF-54536
- ------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY (If other than Item 6) CODE S3305A
NAVAL SEA SYSTEMS COMMAND DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY, SEA-0251D BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106
- ------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) |(X)| 9A. AMENDMENT OF SOLICITATION NO.
| | ---------------------------------------
CEC NO: 789995610 | | 9B. DATED (SEE ITEM 11)
| |
COMPTEK FEDERAL SYSTEMS, INC. | | --------------------------------------
2732 TRANSIT ROAD |(X)| 10A. MODIFICATION OF CONTRACT/ORDER NO.
BUFFALO, NY 14224-2523 | | N00024-90-C-5208
| | ---------------------------------------
TIN NO: 16-1411419 | | 10B. DATED (SEE ITEM 13)
- --------------------------------------------------------------------------- | | 30 MARCH 1990
CODE OTTJ6 | FACILITY CODE | |
- ------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of
Offers ___ is extended, ___ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation as amended, by one of the following methods: (a) By completing Items 8 and 15, and
returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.
FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour and date specified.
- ------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (if required)
SEE THE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- ------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ------------------------------------------------------------------------------------------------------------------------
| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
- ------------------------------------------------------------------------------------------------------------------------
| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
| ADMINISTRATIVE CHANGES (such as changes in paying office,
| appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
| AUTHORITY OF FAR 43,103(b).
- ------------------------------------------------------------------------------------------------------------------------
| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- ------------------------------------------------------------------------------------------------------------------------
| D. OTHER (Specify type of modification and authority)
X | UNILATERAL MODIFICATION PURSUANT TO H-12 ALLOTMENT OF FUNDS CLAUSE.
- ------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not, [ ] is required to sign this document and return copies to the issuing office.
- ------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
SEE THE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remain unchanged and in full force
and effect.
- ------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| LINDA MCCARTHY
| CONTRACTING OFFICER
- --------------------------------------------------------------- --------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED | | 16C. DATE SIGNED
| By /s/LINDA MCCARTHY |
- ------------------------------------------------------------------------------------------|
(Signature of person authorized to sign) (Signature of Contracting officer) | 01 FEB 96
- -------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48CFR) 53.243
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 36
N00024-90-C-5208
N00024-96-FR-54536
Modification P00142
Page 2 of 7
A. The purpose of this modification is to provide additional funds under CLIN
0030 in the amount of $219,400.00. Accordingly, Contract N00024-90-C-5208 is
modified as follows:
1. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003, 0005,
0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027, 0028, 0029,
and 0030 of the attached accounting data sheet, funding under this contract is
increased by $219,400.00 apportioned as follows:
<TABLE>
<CAPTION>
EST FIXED
ITEM COST COM FEE TOTAL
---- ---- --- --- -----
<S> <C> <C> <C> <C> <C>
0030AB 204,916 131 14,353 219,400
</TABLE>
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
<PAGE> 37
N00024-90-C-5208
N00024-96-FR-54536
Modification P00142
Page 3 of 7
3. Accordingly the amount funded to date is increased by $219,400.00 from
$36,206,591.00 to a new total of $36,425,991 apportioned as follows:
<TABLE>
<CAPTION>
EST
ITEM COST COM FIXED FEE TOTAL CATEGORY
---- ---- --- --------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
0001AA 1,284,239 763 89,898 1,374,900 RDT&E,N
0001AB 84,066 50 5,884 90,000 FMS
0001AC 611,810 365 42,825 655,000 O&MN
0001AD 672,523 401 47,076 720,000 OPN
0001AE 186,812 111 13,077 200,000 SCN
0001AH 233,514 141 16,345 250,000 OTHER AGENCY
0004AC 46,703 28 3,269 50,000 SCN
0005AA 46,703 28 3,269 50,000 RDT&E
0005AB 802,358 477 56,165 859,000 SCN
0005AD 513,733 306 35,961 550,000 OTHER AGENCY
0007AA 842,803 500 58,997 902,300 RDT&E
0007AB 119,558 73 8,369 128,000 FMS
0007AC 520,272 309 36,419 557,000 O&MN
0007AD 817,303 486 57,211 875,000 OPN
0007AE 910,710 540 63,750 975,000 SCN
0007AF 382,965 228 26,807 410,000 DBOF
0007AG 56,044 33 3,923 60,000 NAVAIR RDT&E
0007AH 289,559 172 20,269 310,000 SPAWAR OPN
0007AJ 46,703 28 3,269 50,000 NAVAIR NG
0007AK 373,624 222 26,154 400,000 NAVAIR FMS
THRU
0007AS
0011AB 168,131 100 11,769 180,000 SCN
0011AD 177,472 105 12,423 190,000 SPAWAR RDT&E
0011AE 158,790 94 11,116 170,000 SCN
--------- ----- ------- ----------
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
TO DATE
</TABLE>
<PAGE> 38
N00024-90-C-5208
N00024-96-FR-54536
Modification P00142
Page 4 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
0012AA 760,704 462 53,234 814,400 O&MN
0012AB 1,358,597 817 95,086 1,454,500 RDT&E
0012AC 94,531 57 6,616 101,204 FMS
0012AD 1,516,903 907 106,190 1,624,000 OPN
0012AF 14,945 9 1,046 16,000 FMS
0012AG 35,303 21 2,472 37,796 FMS
0012AH 18,681 11 1,308 20,000 FMS
0012AJ 18,681 11 1,308 20,000 FMS
0012AK 23,351 14 1,635 25,000 FMS
0012AL 84,064 50 5,886 90,000 FMS
0012AM 42,032 25 2,943 45,000 FMS
0012AN 42,032 25 2,943 45,000 FMS
0012AP 82,196 49 5,755 88,000 SPAWAR/OPN
0012AQ 240,053 144 16,803 257,000 DBOF
0012AR 4,670 3 327 5,000 OTHER
0012AS 102,695 67 7,188 109,950 OTHER/DBOF
--------- ----- ------- ---------
SUB-TOTAL 4,439,438 2,672 310,740 4,752,850
SUB-TOTAL
TO DATE 13,785,833 8,232 964,985 14,759,050
</TABLE>
<PAGE> 39
N00024-90-C-5208
N00024-96-FR-54536
Modification P00142
Page 5 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
SUB
<S> <C> <C> <C> <C> <C> <C>
TOTAL 13,785,833 8,232 964,985 14,759,050
0012AT 112,087 67 7,846 120,000 FMS
0012AU 112,087 67 7,846 120,000 FMS
0012AV 51,373 31 3,596 55,000 FMS
0012AW 18,681 11 1,308 20,000 FMS
0012AX 46,703 28 3,269 50,000 FMS
0012AY 46,703 28 3,269 50,000 FMS
0012AZ 18,681 11 1,308 20,000 FMS
0012BA 4,670 3 327 5,000 FMS
0012BB 168,130 101 11,769 180,000 FMS
0013AA 233,520 145 16,335 250,000 OPN
------- ----- ------ -------
TOTAL 812,635 492 56,873 870,000
0017AA 1,071,486 693 75,046 1,147,225 RDT&E
0017AC 369,859 241 25,900 396,000 O&MN
0017AD 1,499,061 962 104,977 1,605,000 OPN
0017AE 1,821,483 1,171 127,546 1,950,200 SCN
0017AF 46,700 31 3,269 50,000 OTHER
0017AG 405,517 260 28,403 434,180 DBOF
0017AH 36,613 23 2,564 39,200 FMS
0017AJ 152,241 100 10,659 163,000 WPN
0017AK 56,039 36 3,925 60,000 APN
0017AL 70,050 47 4,903 75,000 O&MN
--------- ----- ------- ---------
TOTAL 5,529,049 3,564 387,192 5,919,805
0022AA 819,101 524 57,375 877,000 RDT&E
0022AB 0 0 0 0 FMS
0022AC 348,375 223 24,402 373,000 O&MN
0022AD 962,000 616 67,384 1,030,000 OPN
0022AF 0 0 0 0 DBOF
0022AE 93,398 60 6,542 100,000 SCN
0022AG 34,557 22 2,421 37,000 WPN
0022AH 0 0 0 0 APN
--------- ----- ------- ---------
TOTAL 2,257,431 1,445 158,124 2,417,000
SUB-TOTAL
TO DATE 22,384,948 13,733 1,567,174 23,965,855
</TABLE>
<PAGE> 40
N00024-90-C-5208
N00024-96-FR-54536
Modification P00142
Page 6 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 22,384,948 13,733 1,567,174 23,965,855
0023AA 513,221 330 35,949 549,500 RDT&E
0023AB 322,224 206 22,570 345,000 O&MN
------- --- ------ -------
SUB 835,445 536 58,519 894,500
TOTAL
0024AA 0 0 0 0 RDT&E
0024AB 37,359 24 2,617 40,000 O&MN
0024AC 803,225 514 56,261 860,000 SCN
0024AD 46,699 30 3,271 50,000 FMS
------- --- ------ -------
SUB 887,283 568 62,149 950,000
TOTAL
0025AA 205,476 132 14,392 220,000 RDT&E
0025AB 0 0 0 0 O&MN
------- --- ------ -------
SUB 205,476 132 14,392 220,000
TOTAL
0026AA 216,682 139 15,179 232,000 RDT&E
0026AB 359,527 285 25,188 385,000 SCN
0026AC 91,997 59 6,444 98,500 OPN
0026AD 800,423 512 56,065 857,000 O&MN
0026AE 18,680 12 1,308 20,000 FMS
0026AF 18,680 12 1,308 20,000 OTHER
0026AG 58,374 37 4,089 62,500 DBOF
0026AH 9,340 6 654 10,000 DOD-R&D
--------- ----- ------- ---------
SUB 1,573,703 1,062 110,235 1,685,000
TOTAL
0027 555,272 4,395 38,869 598,536
------- ----- ------ -------
SUB 555,272 4,395 38,869 598,536
TOTAL
0028AA 1,008,699 646 70,655 1,080,000 O&MN
0028AB 1,418,716 909 99,375 1,519,000 RDT&E,N
0028AC 798,552 513 55,935 855,000 SCN
0028AD 1,428,991 916 100,093 1,530,000 OPN
0028AE 0 0 0 0 WPN
0028AF 0 0 0 0 APN
0028AG 0 0 0 0 FMS
0028AH 0 0 0 0 DBOF
0028AJ 0 0 0 0 OTHER
--------- ----- ------- ---------
SUB 4,654,958 2,984 326,058 4,984,000
TOTAL
SUB-TOTAL
TO DATE 31,097,085 23,410 2,177,396 33,297,891
</TABLE>
<PAGE> 41
N00024-90-C-5208
N00024-96-FR-54536
Modification P00142
Page 7 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 31,097,085 23,410 2,177,396 33,297,891
0029AA 517,144 332 36,224 553,700 O&MN
0029AB 630,435 405 44,160 675,000 RDT&E,N
0029AC 999,360 641 69,999 1,070,000 SCN
0029AD 65,379 42 4,579 70,000 OPN
0029AE 0 0 0 0 WPN
0029AF 0 0 0 0 APN
0029AG 0 0 0 0 FMS
0029AH 0 0 0 0 DBOF
0029AJ 0 0 0 0 OTHER
0029AK 37,359 24 2,617 40,000 DOD (R&D)
----------- ------- ---------- -----------
TOTAL 2,249,677 1,444 157,579 2,408,700
0030AA 0 0 0 0 O&MN
0030AB 671,906 431 47,063 719,400 RDT&E,N
0030AC 0 0 0 0 SCN
0030AD 0 0 0 0 OPN
0030AE 0 0 0 0 WPN
0030AF 0 0 0 0 APN
0030AG 0 0 0 0 FMS
0030AH 0 0 0 0 DBOF
0030AJ 0 0 0 0 OTHER
----------- ------- ---------- -----------
TOTAL 671,906 431 47,063 719,400
SUB-TOTAL
TO DATE 34,018,668 25,285 2,382,038 36,425,991
</TABLE>
B. Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.
<PAGE> 42
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N00024-90-C-5208 P00142
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
A C DOCUMENT REF CLIN SLIN QTY UNIT
C 0 NUMBER ACRN
T D
E
- -----------------------------------------------------------------------------
A N0002496AF184TA 0030 AB
PE 63582N
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
COMPTEK
<S> <C>
- ------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
TI 96-X09
N0002496FR54536
- ------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- -----------------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ ------------------------ AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- ---------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------
MR 1761319 84TA 000 SA S3K 0 068342 2D 980360 S0164 ETS ETS0 $116,000.00
- ------------------------------------------------------------------------------------------------------------
GRAND TOTAL $116,000.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
/S/ JAMES S. EGELAND 12/04/95 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE /S/ J.L. PRICHETT 12/29/95
JAMES S. EGELAND, SEA 03KQ1 J.L. PRICHETT
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 43
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N00024-90-C-5208 P00142
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
A C DOCUMENT REF CLIN SLIN QTY UNIT
C 0 NUMBER ACRN
T D
E
- -----------------------------------------------------------------------------
A N0002496AF184TA 0030 AB
PE 63582N
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
COMPTEK
<S> <C>
- ------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
N0002496FR54536
TI 96-X10
- ------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- -----------------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ --------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- -------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------
MR 1761319 84TA 000 SA S3K 0 068342 2D 980360 S0164 ETS ETS0 $103,400.00
- ------------------------------------------------------------------------------------------------------------
TOTAL $103,400.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
/S/ JAMES S. EGELAND 12/04/95 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE /S/ J.L. PRICHETT 12/29/95
JAMES S. EGELAND, SEA 03KQ1 J.L. PRICHETT
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES
U 1 7
- ------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REG. NO. 5. PROJ NO.
P00143 SEE BLK 16C. N00024-96-FR-54540 6-03KF-54540
- ------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY (If other than Item 6) CODE S3305A
NAVAL SEA SYSTEMS COMMAND DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY/SEA 0251D BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106
- ------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) |(X)| 9A. AMENDMENT OF SOLICITATION NO.
| | ---------------------------------------
CEC NO: 789995610 | | 9B. DATED (SEE ITEM 11)
| |
COMPTEK FEDERAL SYSTEMS, INC. | | ---------------------------------------
2732 TRANSIT ROAD | X | 10A. MODIFICATION OF CONTRACT/ORDER NO.
BUFFALO, NY 14224-2523 | | N00024-90-C-5208
| | ---------------------------------------
TIN NO: 16-1411419 | | 10B. DATED (SEE ITEM 13)
- ----------------------------------------------------------------------------| | 30 March 1990
CODE OTTJ6 | FACILITY CODE | |
- ------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of
Offers ___ is extended, ___ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation as amended, by one of the following methods: (a) By completing Items 8 and 15, and
returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.
FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour and date specified.
- ------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE THE ATTACHED FINANCIAL ACCOUNTING DATA SHEET(S).
- ------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ------------------------------------------------------------------------------------------------------------------------
| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
- ------------------------------------------------------------------------------------------------------------------------
| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
| ADMINISTRATIVE CHANGES (such as changes in paying office,
| appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
| AUTHORITY OF FAR 43.103(b).
- ------------------------------------------------------------------------------------------------------------------------
| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- ------------------------------------------------------------------------------------------------------------------------
| D. OTHER (Specify type of modification and authority)
x | UNILATERAL MODIFICATION PURSUANT TO H-12 ALLOTMENT OF FUNDS CLAUSE.
- ------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not, [ ] is required to sign this document and return __ copies to the issuing office.
- ------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
96-X05 DUPLICATE
SEE THE ATTACHED. ORIGINAL
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remain unchanged and in full force
and effect.
- ------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| LINDA MCCARTHY
| CONTRACTING OFFICER
- ------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED | 16B. UNITED STATES OF AMERICA | 16C. DATE SIGNED
| By /s/ LINDA MCCARTHY |
- ----------------------------------------------------------------------------------------- |
(Signature of person authorized to sign) (Signature of Contracting officer) | 1 FEB 96
- ------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48CFR) 53.234
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 45
N00024-90-C-5208
N00024-96-FR-54540
Modification P00143
Page 2 of 7
A. The purpose of this modification is to provide additional funds under CLIN
0030 in the amount of $150,000.00. Accordingly, Contract N00024-90-C-5208 is
modified as follows:
1. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003, 0005,
0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027, 0028, 0029,
and 0030 of the attached accounting data sheet, funding under this contract is
increased by $150,000.00 apportioned as follows:
<TABLE>
<CAPTION>
EST FIXED
ITEM COST COM FEE TOTAL
---- ---- --- --- -----
<S> <C> <C> <C> <C> <C>
0030AB 140,097 90 9,813 150,000
</TABLE>
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
<PAGE> 46
N00024-90-C-5208
N00024-96-FR-54540
Modification P00143
Page 3 of 7
2. Accordingly the amount funded to date is increased by $150,000.00 from
$36,425,991.00 to a new total of $36,575,991 apportioned as follows:
<TABLE>
<CAPTION>
EST
ITEM COST COM FIXED FEE TOTAL CATEGORY
---- ---- --- --------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
0001AA 1,284,239 763 89,898 1,374,900 RDT&E,N
0001AB 84,066 50 5,884 90,000 FMS
0001AC 611,810 365 42,825 655,000 O&MN
0001AD 672,523 401 47,076 720,000 OPN
0001AE 186,812 111 13,077 200,000 SCN
0001AH 233,514 141 16,345 250,000 OTHER AGENCY
0004AC 46,703 28 3,269 50,000 SCN
0005AA 46,703 28 3,269 50,000 RDT&E
0005AB 802,358 477 56,165 859,000 SCN
0005AD 513,733 306 35,961 550,000 OTHER AGENCY
0007AA 842,803 500 58,997 902,300 RDT&E
0007AB 119,558 73 8,369 128,000 FMS
0007AC 520,272 309 36,419 557,000 O&MN
0007AD 817,303 486 57,211 875,000 OPN
0007AE 910,710 540 63,750 975,000 SCN
0007AF 382,965 228 26,807 410,000 DBOF
0007AG 56,044 33 3,923 60,000 NAVAIR RDT&E
0007AH 289,559 172 20,269 310,000 SPAWAR OPN
0007AJ 46,703 28 3,269 50,000 NAVAIR NG
0007AK 373,624 222 26,154 400,000 NAVAIR FMS
THRU
0007AS
0011AB 168,131 100 11,769 180,000 SCN
0011AD 177,472 105 12,423 190,000 SPAWAR RDT&E
0011AE 158,790 94 11,116 170,000 SCN
--------- ----- ------- ----------
SUB TOTAL 9,346,395 5,560 654,245 10,006,200
TO DATE
</TABLE>
<PAGE> 47
N00024-90-C-5208
N00024-96-FR-54540
Modification P00143
Page 4 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
0012AA 760,704 462 53,234 814,400 O&MN
0012AB 1,358,597 817 95,086 1,454,500 RDT&E
0012AC 94,531 57 6,616 101,204 FMS
0012AD 1,516,903 907 106,190 1,624,000 OPN
0012AF 14,945 9 1,046 16,000 FMS
0012AG 35,303 21 2,472 37,796 FMS
0012AH 18,681 11 1,308 20,000 FMS
0012AJ 18,681 11 1,308 20,000 FMS
0012AK 23,351 14 1,635 25,000 FMS
0012AL 84,064 50 5,886 90,000 FMS
0012AM 42,032 25 2,943 45,000 FMS
0012AN 42,032 25 2,943 45,000 FMS
0012AP 82,196 49 5,755 88,000 SPAWAR/OPN
0012AQ 240,053 144 16,803 257,000 DBOF
0012AR 4,670 3 327 5,000 OTHER
0012AS 102,695 67 7,188 109,950 OTHER/DBOF
--------- ----- ------- ---------
SUB-TOTAL 4,439,438 2,672 310,740 4,752,850
SUB-TOTAL
TO DATE 13,785,833 8,232 964,985 14,759,050
</TABLE>
<PAGE> 48
N00024-90-C-5208
N00024-96-FR-54540
Modification P00143
Page 5 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 13,785,833 8,232 964,985 14,759,050
0012AT 112,087 67 7,846 120,000 FMS
0012AU 112,087 67 7,846 120,000 FMS
0012AV 51,373 31 3,596 55,000 FMS
0012AW 18,681 11 1,308 20,000 FMS
0012AX 46,703 28 3,269 50,000 FMS
0012AY 46,703 28 3,269 50,000 FMS
0012AZ 18,681 11 1,308 20,000 FMS
0012BA 4,670 3 327 5,000 FMS
0012BB 168,130 101 11,769 180,000 FMS
0013AA 233,520 145 16,335 250,000 OPN
------- ----- ------ -------
TOTAL 812,635 492 56,873 870,000
0017AA 1,071,486 693 75,046 1,147,225 RDT&E
0017AC 369,859 241 25,900 396,000 O&MN
0017AD 1,499,061 962 104,977 1,605,000 OPN
0017AE 1,821,483 1,171 127,546 1,950,200 SCN
0017AF 46,700 31 3,269 50,000 OTHER
0017AG 405,517 260 28,403 434,180 DBOF
0017AH 36,613 23 2,564 39,200 FMS
0017AJ 152,241 100 10,659 163,000 WPN
0017AK 56,039 36 3,925 60,000 APN
0017AL 70,050 47 4,903 75,000 O&MN
--------- ----- ------- ---------
TOTAL 5,529,049 3,564 387,192 5,919,805
0022AA 819,101 524 57,375 877,000 RDT&E
0022AB 0 0 0 0 FMS
0022AC 348,375 223 24,402 373,000 O&MN
0022AD 962,000 616 67,384 1,030,000 OPN
0022AE 93,398 60 6,542 100,000 SCN
0022AF 0 0 0 0 DBOF
0022AG 34,557 22 2,421 37,000 WPN
0022AH 0 0 0 0 APN
--------- ----- ------- ---------
TOTAL 2,257,431 1,445 158,124 2,417,000
SUB-TOTAL
TO DATE 22,384,948 13,733 1,567,174 23,965,855
</TABLE>
<PAGE> 49
N00024-90-C-5208
N00024-96-FR-54540
Modification P00143
Page 6 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 22,384,948 13,733 1,567,174 23,965,855
0023AA 513,221 330 35,949 549,500 RDT&E
0023AB 322,224 206 22,570 345,000 O&MN
------- --- ------ -------
SUB 835,445 536 58,519 894,500
TOTAL
0024AA 0 0 0 0 RDT&E
0024AB 37,359 24 2,617 40,000 O&MN
0024AC 803,225 514 56,261 860,000 SCN
0024AD 46,699 30 3,271 50,000 FMS
------- --- ------ -------
SUB 887,283 568 62,149 950,000
TOTAL
0025AA 205,476 132 14,392 220,000 RDT&E
0025AB 0 0 0 0 O&MN
------- --- ------ -------
SUB 205,476 132 14,392 220,000
TOTAL
0026AA 216,682 139 15,179 232,000 RDT&E
0026AB 359,527 285 25,188 385,000 SCN
0026AC 91,997 59 6,444 98,500 OPN
0026AD 800,423 512 56,065 857,000 O&MN
0026AE 18,680 12 1,308 20,000 FMS
0026AF 18,680 12 1,308 20,000 OTHER
0026AG 58,374 37 4,089 62,500 DBOF
0026AH 9,340 6 654 10,000 DOD-R&D
--------- ----- ------- ---------
SUB 1,573,703 1,062 110,235 1,685,000
TOTAL
0027 555,272 4,395 38,869 598,536
------- ----- ------ -------
SUB 555,272 4,395 38,869 598,536
TOTAL
0028AA 1,008,699 646 70,655 1,080,000 O&MN
0028AB 1,418,716 909 99,375 1,519,000 RDT&E,N
0028AC 798,552 513 55,935 855,000 SCN
0028AD 1,428,991 916 100,093 1,530,000 OPN
0028AE 0 0 0 0 WPN
0028AF 0 0 0 0 APN
0028AG 0 0 0 0 FMS
0028AH 0 0 0 0 DBOF
0028AJ 0 0 0 0 OTHER
--------- ----- ------- ---------
SUB 4,654,958 2,984 326,058 4,984,000
TOTAL
SUB-TOTAL
TO DATE 31,097,085 23,410 2,177,396 33,297,891
</TABLE>
<PAGE> 50
N00024-90-C-5208
N00024-96-FR-54540
Modification P00143
Page 7 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 31,097,085 23,410 2,177,396 33,297,891
0029AA 517,144 332 36,224 553,700 O&MN
0029AB 630,435 405 44,160 675,000 RDT&E,N
0029AC 999,360 641 69,999 1,070,000 SCN
0029AD 65,379 42 4,579 70,000 OPN
0029AE 0 0 0 0 WPN
0029AF 0 0 0 0 APN
0029AG 0 0 0 0 FMS
0029AH 0 0 0 0 DBOF
0029AJ 0 0 0 0 OTHER
0029AK 37,359 24 2,617 40,000 DOD (R&D)
--------- ----- ------- ---------
TOTAL 2,249,677 1,444 157,579 2,408,700
0030AA 0 0 0 0 O&MN
0030AB 812,003 521 56,876 869,400 RDT&E,N
0030AC 0 0 0 0 SCN
0030AD 0 0 0 0 OPN
0030AE 0 0 0 0 WPN
0030AF 0 0 0 0 APN
0030AG 0 0 0 0 FMS
0030AH 0 0 0 0 DBOF
0030AJ 0 0 0 0 OTHER
--------- ----- ------- ---------
TOTAL 812,003 521 56,876 869,400
SUB-TOTAL
TO DATE 34,158,765 25,375 2,391,851 36,575,991
</TABLE>
B. Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.
<PAGE> 51
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N000249OC5208 P00143 95 12 21
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
A DOCUMENT REF CLIN SLIN QTY UNIT
C NUMBER ACRN
T
- -----------------------------------------------------------------------------
A N0002496AF115YK 0030 AB
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Page: 1 of 1
<S> <C>
- ------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
N0002496FR54540
N0002496TI00X05
- ------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- ---------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ ----------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- ---------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------
MT 1761319 15YK 000 SA SDF 0 068342 2D 908510 U1604 ETS ETSO $150,000.00
PROGRAM ELEMENT 0604518N
- ------------------------------------------------------------------------------------------------------------
TOTAL $150,000.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
01/18/96 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE 01/18/96
/S/LINDA GRANTHAM /S/ V.L. GARRIS
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 52
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES
U 1 2
- ------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REG. NO. 5. PROJ NO.
P00144 SEE BLK 16C. N00024-96-FR-54565 6-03KF-20565
- ------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY (If other than Item 6) CODE S3305A
NAVAL SEA SYSTEMS COMMAND DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY,SEA 0251D BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106
- ------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) |(X)| 9A. AMENDMENT OF SOLICITATION NO.
| | ---------------------------------------
CEC NO: 789995610 | | 9B. DATED (SEE ITEM 11)
| |
COMPTEK FEDERAL SYSTEMS, INC. | | ---------------------------------------
2732 TRANSIT ROAD | X | 10A. MODIFICATION OF CONTRACT/ORDER NO.
BUFFALO, NY 14224-2523 | | N00024-90-C-5208
| | ---------------------------------------
TIN NO: 16-1411419 | | 10B. DATED (SEE ITEM 13)
- ----------------------------------------------------------------------------| | 30 March 1990
CODE OTTJ6 | FACILITY CODE | |
- ------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of
Offers ___ is extended, ___ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and
returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.
FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour and date specified.
- ------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEET(S)
- ------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ------------------------------------------------------------------------------------------------------------------------
| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
- ------------------------------------------------------------------------------------------------------------------------
| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
|ADMINISTRATIVE CHANGES (such as changes in paying office,
|appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
|AUTHORITY OF FAR 43.103(b).
- ------------------------------------------------------------------------------------------------------------------------
| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- ------------------------------------------------------------------------------------------------------------------------
| D. OTHER (Specify type of modification and authority)
x | UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS CLAUSE.
- ------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not, [ ] is required to sign this document and return __ copies to the issuing office.
- ------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
DUPLICATE
SEE THE ATTACHED. ORIGINAL
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remain unchanged and in full force
and effect.
- ------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| KIMBERLEY A. BEESON - LDCR,SC,USN
| CONTRACTING OFFICER
- --------------------------------------------------------------- --------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED | By /s/ KIMBERLEY A. BEESON | 16C. DATE SIGNED
| |
- ----------------------------------------------------------------------------------------- |
(Signature of person authorized to sign) (Signature of Contracting officer) | 01/18/96
- ------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48CFR) 53.243
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 53
N00024-90-C-5208
N00024-96-MR-20565
Modification P00144
Page 2 of 2
A. The purpose of this modification is to add Government Furnished Property to
Section H of the basic contract.
1. Under SECTION H - SPECIAL CONTRACT REQUIREMENTS, delete in its entirety H-2
Government Furnished Property - None and replace with "H-2 GOVERNMENT FURNISHED
EQUIPMENT".
2. Under Government Furnished Equipment add the following:
<TABLE>
<CAPTION>
SERIAL # EQUIPMENT QUANTITY
<S> <C> <C> <C>
TI95-001 Macintosh Power Mac 6100/60 1
Apple Personal Laserwriter 320 1
</TABLE>
B. Except as provided herein, all terms and conditions of Contract
N00024-90-C-5615 remain unchanged and in full force and effect.
<PAGE> 54
<TABLE>
<CAPTION>
<S> <C>
- -------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES
U 1 7
- ------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REG. NO. 5. PROJECT NO.
P00145 SEE BLK 16C. N00024-96-FR-54544 6-03KF-54544
- ------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY (If other than Item 6) CODE S3305A
NAVAL SEA SYSTEMS COMMAND DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY, SEA-0251D BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106, EXT. 517
- ------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) |(X)| 9A. AMENDMENT OF SOLICITATION NO.
| | ---------------------------------------
CEC NO: 789995610 | | 9B. DATED (SEE ITEM 11)
| |
COMPTEK FEDERAL SYSTEMS, INC. | | ---------------------------------------
2732 TRANSIT ROAD | X | 10A. MODIFICATION OF CONTRACT/ORDER NO.
BUFFALO, NY 14224-2523 | | N00024-90-C-5208
| | ---------------------------------------
TIN NO: 16-1411419 | | 10B. DATED (SEE ITEM 13)
- ----------------------------------------------------------------------------| | 30 MARCH 1990
CODE OTTJ6 | FACILITY CODE | |
- ------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of
Offers ___ is extended, ___ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and
returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.
FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour and date specified.
- ------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEET(S).
- ------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ------------------------------------------------------------------------------------------------------------------------
| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
- ------------------------------------------------------------------------------------------------------------------------
| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
|ADMINISTRATIVE CHANGES (such as changes in paying office,
|appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
|AUTHORITY OF FAR 43.103(b).
- ------------------------------------------------------------------------------------------------------------------------
| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- ------------------------------------------------------------------------------------------------------------------------
| D. OTHER (Specify type of modification and authority)
x | UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS CLAUSE.
- ------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not, [ ] is required to sign this document and return __ copies to the issuing office.
- ------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
SEE THE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remain unchanged and in full force
and effect.
- ------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| KIMBERLEY A. BEESON, LCDR,SC,USN
| CONTRACTING OFFICER
- --------------------------------------------------------------- --------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED | By /s/KIMBERLEY A. BEESON | 16C. DATE SIGNED
| |
- ------------------------------------------------------------------------------------------|
(Signature of person authorized to sign) (Signature of Contracting officer) | 02/27/96
- -------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 55
N00024-90-C-5208
N00024-96-FR-54544
Modification P00145
Page 2 of 7
A. The purpose of this modification is to provide additional funds under CLIN
0030 in the amount of $917,999.00. Accordingly, Contract N00024-90-C-5208 is
modified as follows:
1. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003, 0005,
0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027, 0028, 0029,
and 0030 of the attached accounting data sheet, funding under this contract is
increased by $917,999.00 apportioned as follows:
<TABLE>
<CAPTION>
EST FIXED
ITEM COST COM FEE TOTAL
---- ---- --- --- -----
<S> <C> <C> <C> <C> <C>
0030AA 857,396 548 60,055 917,999
</TABLE>
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
<PAGE> 56
N00024-90-C-5208
N00024-96-FR-54544
Modification P00145
Page 3 of 7
2. Accordingly the amount funded to date is increased by $917,999.00 from
$36,575,991.00 to a new total of $37,423,990 apportioned as follows:
<TABLE>
<CAPTION>
EST
ITEM COST COM FIXED FEE TOTAL CATEGORY
<S> <C> <C> <C> <C> <C>
0001AA 1,284,239 763 89,898 1,374,900 RDT&E,N
0001AB 84,066 50 5,884 90,000 FMS
0001AC 611,810 365 42,825 655,000 O&MN
0001AD 672,523 401 47,076 720,000 OPN
0001AE 186,812 111 13,077 200,000 SCN
0001AH 233,514 141 16,345 250,000 OTHER AGENCY
0004AC 46,703 28 3,269 50,000 SCN
0005AA 46,703 28 3,269 50,000 RDT&E
0005AB 802,358 477 56,165 859,000 SCN
0005AD 513,733 306 35,961 550,000 OTHER AGENCY
0007AA 842,803 500 58,997 902,300 RDT&E
0007AB 119,558 73 8,369 128,000 FMS
0007AC 520,272 309 36,419 557,000 O&MN
0007AD 817,303 486 57,211 875,000 OPN
0007AE 910,710 540 63,750 975,000 SCN
0007AF 382,965 228 26,807 410,000 DBOF
0007AG 56,044 33 3,923 60,000 NAVAIR RDT&E
0007AH 289,559 172 20,269 310,000 SPAWAR OPN
0007AJ 46,703 28 3,269 50,000 NAVAIR NG
0007AK 373,624 222 26,154 400,000 NAVAIR FMS
THRU
0007AS
0011AB 168,131 100 11,769 180,000 SCN
0011AD 177,472 105 12,423 190,000 SPAWAR RDT&E
0011AE 158,790 94 11,116 170,000 SCN
--------- ----- ------- ----------
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
TO DATE
</TABLE>
<PAGE> 57
N00024-90-C-5208
N00024-96-FR-54544
Modification P00145
Page 4 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
0012AA 760,704 462 53,234 814,400 O&MN
0012AB 1,358,597 817 95,086 1,454,500 RDT&E
0012AC 94,531 57 6,616 101,204 FMS
0012AD 1,516,903 907 106,190 1,624,000 OPN
0012AF 14,945 9 1,046 16,000 FMS
0012AG 35,303 21 2,472 37,796 FMS
0012AH 18,681 11 1,308 20,000 FMS
0012AJ 18,681 11 1,308 20,000 FMS
0012AK 23,351 14 1,635 25,000 FMS
0012AL 84,064 50 5,886 90,000 FMS
0012AM 42,032 25 2,943 45,000 FMS
0012AN 42,032 25 2,943 45,000 FMS
0012AP 82,196 49 5,755 88,000 SPAWAR/OPN
0012AQ 240,053 144 16,803 257,000 DBOF
0012AR 4,670 3 327 5,000 OTHER
0012AS 102,695 67 7,188 109,950 OTHER/DBOF
--------- ----- ------- ---------
SUB-TOTAL 4,439,438 2,672 310,740 4,752,850
SUB-TOTAL
TO DATE 13,785,833 8,232 964,985 14,759,050
</TABLE>
<PAGE> 58
N00024-90-C-5208
N00024-96-FR-54544
Modification P00145
Page 5 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 13,785,833 8,232 964,985 14,759,050
0012AT 112,087 67 7,846 120,000 FMS
0012AU 112,087 67 7,846 120,000 FMS
0012AV 51,373 31 3,596 55,000 FMS
0012AW 18,681 11 1,308 20,000 FMS
0012AX 46,703 28 3,269 50,000 FMS
0012AY 46,703 28 3,269 50,000 FMS
0012AZ 18,681 11 1,308 20,000 FMS
0012BA 4,670 3 327 5,000 FMS
0012BB 168,130 101 11,769 180,000 FMS
0013AA 233,520 145 16,335 250,000 OPN
------- ----- ------ -------
TOTAL 812,635 492 56,873 870,000
0017AA 1,071,486 693 75,046 1,147,225 RDT&E
0017AC 369,859 241 25,900 396,000 O&MN
0017AD 1,499,061 962 104,977 1,605,000 OPN
0017AE 1,821,483 1,171 127,546 1,950,200 SCN
0017AF 46,700 31 3,269 50,000 OTHER
0017AG 405,517 260 28,403 434,180 DBOF
0017AH 36,613 23 2,564 39,200 FMS
0017AJ 152,241 100 10,659 163,000 WPN
0017AK 56,039 36 3,925 60,000 APN
0017AL 70,050 47 4,903 75,000 O&MN
--------- ----- ------- ---------
TOTAL 5,529,049 3,564 387,192 5,919,805
0022AA 819,101 524 57,375 877,000 RDT&E
0022AB 0 0 0 0 FMS
0022AC 348,375 223 24,402 373,000 O&MN
0022AD 962,000 616 67,384 1,030,000 OPN
0022AE 93,398 60 6,542 100,000 SCN
0022AF 0 0 0 0 DBOF
0022AG 34,557 22 2,421 37,000 WPN
0022AH 0 0 0 0 APN
--------- ----- ------- ---------
TOTAL 2,257,431 1,445 158,124 2,417,000
SUB-TOTAL
TO DATE 22,384,948 13,733 1,567,174 23,965,855
</TABLE>
<PAGE> 59
N00024-90-C-5208
N00024-96-FR-54544
Modification P00145
Page 6 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 22,384,948 13,733 1,567,174 23,965,855
0023AA 513,221 330 35,949 549,500 RDT&E
0023AB 322,224 206 22,570 345,000 O&MN
------- --- ------ -------
SUB-TOTAL 835,445 536 58,519 894,500
0024AA 0 0 0 0 RDT&E
0024AB 37,359 24 2,617 40,000 O&MN
0024AC 803,225 514 56,261 860,000 SCN
0024AD 46,699 30 3,271 50,000 FMS
------- --- ------ -------
SUB-TOTAL 887,283 568 62,149 950,000
0025AA 205,476 132 14,392 220,000 RDT&E
0025AB 0 0 0 0 O&MN
------- --- ------ -------
SUB-TOTAL 205,476 132 14,392 220,000
0026AA 216,682 139 15,179 232,000 RDT&E
0026AB 359,527 285 25,188 385,000 SCN
0026AC 91,997 59 6,444 98,500 OPN
0026AD 800,423 512 56,065 857,000 O&MN
0026AE 18,680 12 1,308 20,000 FMS
0026AF 18,680 12 1,308 20,000 OTHER
0026AG 58,374 37 4,089 62,500 DBOF
0026AH 9,340 6 654 10,000 DOD-R&D
--------- ----- ------- ---------
SUB-TOTAL 1,573,703 1,062 110,235 1,685,000
0027 555,272 4,395 38,869 598,536
------- ----- ------ -------
SUB-TOTAL 555,272 4,395 38,869 598,536
0028AA 1,008,699 646 70,655 1,080,000 O&MN
0028AB 1,418,716 909 99,375 1,519,000 RDT&E,N
0028AC 798,552 513 55,935 855,000 SCN
0028AD 1,428,991 916 100,093 1,530,000 OPN
0028AE 0 0 0 0 WPN
0028AF 0 0 0 0 APN
0028AG 0 0 0 0 FMS
0028AH 0 0 0 0 DBOF
0028AJ 0 0 0 0 OTHER
--------- ----- ------- ---------
SUB-TOTAL 4,654,958 2,984 326,058 4,984,000
SUB-TOTAL
TO DATE 31,097,085 23,410 2,177,396 33,297,891
</TABLE>
<PAGE> 60
N00024-90-C-5208
N00024-96-FR-54544
Modification P00145
Page 7 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 31,097,085 23,410 2,177,396 33,297,891
0029AA 517,144 332 36,224 553,700 O&MN
0029AB 630,435 405 44,160 675,000 RDT&E,N
0029AC 999,360 641 69,999 1,070,000 SCN
0029AD 65,379 42 4,579 70,000 OPN
0029AE 0 0 0 0 WPN
0029AF 0 0 0 0 APN
0029AG 0 0 0 0 FMS
0029AH 0 0 0 0 DBOF
0029AJ 0 0 0 0 OTHER
0029AK 37,359 24 2,617 40,000 DOD (R&D)
--------- ----- ------- ---------
TOTAL 2,249,677 1,444 157,579 2,408,700
0030AA 857,396 548 60,055 917,999 O&MN
0030AB 812,003 521 56,876 869,400 RDT&E,N
0030AC 0 0 0 0 SCN
0030AD 0 0 0 0 OPN
0030AE 0 0 0 0 WPN
0030AF 0 0 0 0 APN
0030AG 0 0 0 0 FMS
0030AH 0 0 0 0 DBOF
0030AJ 0 0 0 0 OTHER
--------- ----- ------- ---------
TOTAL 1,669,399 1,069 116,931 1,787,399
SUB-TOTAL
TO DATE 35,016,161 25,923 2,451,906 37,493,990
</TABLE>
B. Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.
<PAGE> 61
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N000249OC5208 P00145 95 12 14
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
A C DOCUMENT REF CLIN SLIN QTY UNIT
C 0 NUMBER ACRN
T D
E
- -----------------------------------------------------------------------------
C N0002496RA01U6N 0030 AA
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Page: 1 of 1
<S> <C>
- ------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
N0002496FR54544
TI 96-X07
- ------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- -------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ --------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- -------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------
MV 1761804 1U6N 000 SA SDF 0 068342 2D 000000 46N0F ETS 00F0 $284,580.00
- ------------------------------------------------------------------------------------------------------------
TOTAL $284,580.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
12/18/95 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE 02/07/96
/S/ LINDA GRANTHAN /S/ C.L. LANCASTER
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 62
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N000249OC5208 P00145 95 12 14
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
A C DOCUMENT REF CLIN SLIN QTY UNIT
C 0 NUMBER ACRN
T D
E
- -----------------------------------------------------------------------------
C N0002496RA01U6N 0030 AA
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Page: 1 of 1
<S> <C>
- ------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
N0002496FR54544
TI 96-X04
- ------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- -------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ --------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- -------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------
MV 1761804 1U6N 000 SA SDF 0 068342 2D 000000 46N0F ETS 00F0 $530,604.00
- ------------------------------------------------------------------------------------------------------------
TOTAL $530,604.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
12/18/95 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE 02/07/96
/S/ LINDA GRANTHAN /S/ C.L. LANCASTER
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 63
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N000249OC5208 P00145 95 12 14
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
A C DOCUMENT REF CLIN SLIN QTY UNIT
C 0 NUMBER ACRN
T D
E
- -----------------------------------------------------------------------------
C N0002496RA01U6N 0030 AA
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Page 1 of 1
<S> <C>
- ------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
N0002496FR54544
TI 96-X03
- ------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- -------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ --------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- -------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------
MV 1761804 1U6N 000 SA SDF 0 068342 2D 000000 46N0F ETS 00F0 $102,815.00
- ------------------------------------------------------------------------------------------------------------
TOTAL $102,815.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
12/18/95 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE 02/07/96
/S/ LINDA GRANTHAN /S/ C.L. LANCASTER
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 64
<TABLE>
<CAPTION>
<S> <C>
- -------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES
U 1 7
- ------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REG. NO. 5. PROJ NO.
P00146 SEE BLK 16C. N00024-96-FR-54552 6-03KF-54552
- ------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY (If other than Item 6) CODE S3305A
NAVAL SEA SYSTEMS COMMAND DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY/SEA 0251D BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106 EXT. 517
- ------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) |(X)| 9A. AMENDMENT OF SOLICITATION NO.
| | ---------------------------------------
CEC NO: 789995610 | | 9B. DATED (SEE ITEM 11)
| |
COMPTEK FEDERAL SYSTEMS, INC. | | ---------------------------------------
2732 TRANSIT ROAD | X | 10A. MODIFICATION OF CONTRACT/ORDER NO.
BUFFALO, NY 14224-2523 | | N00024-90-C-5208
| | ---------------------------------------
TIN NO: 16-1411419 | | 10B. DATED (SEE ITEM 13)
- --------------------------------------------------------------------------- | | 30 MARCH 1990
CODE OTTJ6 | FACILITY CODE | |
- ------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of
Offers ___ is extended, ___ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation as amended, by one of the following methods: (a) By completing Items 8 and 15, and
returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.
FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour and date specified.
- ------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE THE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- ------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ------------------------------------------------------------------------------------------------------------------------
| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
- ------------------------------------------------------------------------------------------------------------------------
| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
| ADMINISTRATIVE CHANGES (such as changes in paying office,
| appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
| AUTHORITY OF FAR 43,103(b).
- ------------------------------------------------------------------------------------------------------------------------
| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- ------------------------------------------------------------------------------------------------------------------------
| D. OTHER (Specify type of modification and authority)
x | UNILATERAL MODIFICATION PURSUANT TO H-12 ALLOTMENT OF FUNDS CLAUSE.
- ------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not, [ ] is required to sign this document and return __ copies to the issuing office.
- ------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
TI-96-X16
SEE THE ATTACHED. DUPLICATE
ORIGINAL
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remain unchanged and in full force
and effect.
- ------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| KIMBERLEY A. BEESON - LCDR,SC,USN
| CONTRACTING OFFICER
- --------------------------------------------------------------- --------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED | By /s/KIMBERLEY A. BEESON | 16C. DATE SIGNED
| |
- ------------------------------------------------------------------------------------------|
(Signature of person authorized to sign) (Signature of Contracting officer) | 2/27/96
- ------------------------------------------------------------------------------------------------------------------------
PREVIOUS EDITION UNUSABLE 30-105 STANDARD FORM 30 (REV. 10-83)
NSN 7540-01-152-8070 Prescribed by GSA
FAR(48CFR)53243
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 65
N00024-90-C-5208
N00024-96-FR-54552
Modification P00146
Page 2 of 7
A. The purpose of this modification is to provide additional funds under CLIN
0030 in the amount of $200,000.00. Accordingly, Contract N00024-90-C-5208 is
modified as follows:
1. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003, 0005,
0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027, 0028, 0029,
and 0030 of the attached accounting data sheet, funding under this contract is
increased by $200,000.00 apportioned as follows:
<TABLE>
<CAPTION>
EST FIXED
ITEM COST COM FEE TOTAL
---- ---- --- --- -----
<S> <C> <C> <C> <C> <C>
0030AC 186,796 120 13,084 200,000
</TABLE>
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
<PAGE> 66
N00024-90-C-5208
N00024-96-FR-54552
Modification P00146
Page 3 of 7
2. Accordingly the amount funded to date is increased by $200,000.00 from
$37,493,990.00 to a new total of $37,693,990 apportioned as follows:
<TABLE>
<CAPTION>
EST
ITEM COST COM FIXED FEE TOTAL CATEGORY
---- ---- --- --------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
0001AA 1,284,239 763 89,898 1,374,900 RDT&E,N
0001AB 84,066 50 5,884 90,000 FMS
0001AC 611,810 365 42,825 655,000 O&MN
0001AD 672,523 401 47,076 720,000 OPN
0001AE 186,812 111 13,077 200,000 SCN
0001AH 233,514 141 16,345 250,000 OTHER AGENCY
0004AC 46,703 28 3,269 50,000 SCN
0005AA 46,703 28 3,269 50,000 RDT&E
0005AB 802,358 477 56,165 859,000 SCN
0005AD 513,733 306 35,961 550,000 OTHER AGENCY
0007AA 842,803 500 58,997 902,300 RDT&E
0007AB 119,558 73 8,369 128,000 FMS
0007AC 520,272 309 36,419 557,000 O&MN
0007AD 817,303 486 57,211 875,000 OPN
0007AE 910,710 540 63,750 975,000 SCN
0007AF 382,965 228 26,807 410,000 DBOF
0007AG 56,044 33 3,923 60,000 NAVAIR RDT&E
0007AH 289,559 172 20,269 310,000 SPAWAR OPN
0007AJ 46,703 28 3,269 50,000 NAVAIR NG
0007AK 373,624 222 26,154 400,000 NAVAIR FMS
THRU
0007AS
0011AB 168,131 100 11,769 180,000 SCN
0011AD 177,472 105 12,423 190,000 SPAWAR RDT&E
0011AE 158,790 94 11,116 170,000 SCN
--------- ----- ------- ----------
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
TO DATE
</TABLE>
<PAGE> 67
N00024-90-C-5208
N00024-96-FR-54552
Modification P00146
Page 4 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
0012AA 760,704 462 53,234 814,400 O&MN
0012AB 1,358,597 817 95,086 1,454,500 RDT&E
0012AC 94,531 57 6,616 101,204 FMS
0012AD 1,516,903 907 106,190 1,624,000 OPN
0012AF 14,945 9 1,046 16,000 FMS
0012AG 35,303 21 2,472 37,796 FMS
0012AH 18,681 11 1,308 20,000 FMS
0012AJ 18,681 11 1,308 20,000 FMS
0012AK 23,351 14 1,635 25,000 FMS
0012AL 84,064 50 5,886 90,000 FMS
0012AM 42,032 25 2,943 45,000 FMS
0012AN 42,032 25 2,943 45,000 FMS
0012AP 82,196 49 5,755 88,000 SPAWAR/OPN
0012AQ 240,053 144 16,803 257,000 DBOF
0012AR 4,670 3 327 5,000 OTHER
0012AS 102,695 67 7,188 109,950 OTHER/DBOF
-------- ----- ------- ---------
SUB-TOTAL 4,439,438 2,672 310,740 4,752,850
SUB-TOTAL
TO DATE 13,785,833 8,232 964,985 14,759,050
</TABLE>
<PAGE> 68
N00024-90-C-5208
N00024-96-FR-54552
Modification P00146
Page 5 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 13,785,833 8,232 964,985 14,759,050
0012AT 112,087 67 7,846 120,000 FMS
0012AU 112,087 67 7,846 120,000 FMS
0012AV 51,373 31 3,596 55,000 FMS
0012AW 18,681 11 1,308 20,000 FMS
0012AX 46,703 28 3,269 50,000 FMS
0012AY 46,703 28 3,269 50,000 FMS
0012AZ 18,681 11 1,308 20,000 FMS
0012BA 4,670 3 327 5,000 FMS
0012BB 168,130 101 11,769 180,000 FMS
0013AA 233,520 145 16,335 250,000 OPN
------- ----- ------ -------
TOTAL 812,635 492 56,873 870,000
0017AA 1,071,486 693 75,046 1,147,225 RDT&E
0017AC 369,859 241 25,900 396,000 O&MN
0017AD 1,499,061 962 104,977 1,605,000 OPN
0017AE 1,821,483 1,171 127,546 1,950,200 SCN
0017AF 46,700 31 3,269 50,000 OTHER
0017AG 405,517 260 28,403 434,180 DBOF
0017AH 36,613 23 2,564 39,200 FMS
0017AJ 152,241 100 10,659 163,000 WPN
0017AK 56,039 36 3,925 60,000 APN
0017AL 70,050 47 4,903 75,000 O&MN
--------- ----- ------- ---------
TOTAL 5,529,049 3,564 387,192 5,919,805
0022AA 819,101 524 57,375 877,000 RDT&E
0022AB 0 0 0 0 FMS
0022AC 348,375 223 24,402 373,000 O&MN
0022AD 962,000 616 67,384 1,030,000 OPN
0022AE 93,398 60 6,542 100,000 SCN
0022AF 0 0 0 0 DBOF
0022AG 34,557 22 2,421 37,000 WPN
0022AH 0 0 0 0 APN
--------- ----- ------- ---------
TOTAL 2,257,431 1,445 158,124 2,417,000
SUB-TOTAL
TO DATE 22,384,948 13,733 1,567,174 23,965,855
</TABLE>
<PAGE> 69
N00024-90-C-5208
N00024-96-FR-54552
Modification P00146
Page 6 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 22,384,948 13,733 1,567,174 23,965,855
0023AA 513,221 330 35,949 549,500 RDT&E
0023AB 322,224 206 22,570 345,000 O&MN
------- --- ------ -------
SUB-TOTAL 835,445 536 58,519 894,500
0024AA 0 0 0 0 RDT&E
0024AB 37,359 24 2,617 40,000 O&MN
0024AC 803,225 514 56,261 860,000 SCN
0024AD 46,699 30 3,271 50,000 FMS
------- --- ------ -------
SUB-TOTAL 887,283 568 62,149 950,000
0025AA 205,476 132 14,392 220,000 RDT&E
0025AB 0 0 0 0 O&MN
------- --- ------ -------
SUB-TOTAL 205,476 132 14,392 220,000
0026AA 216,682 139 15,179 232,000 RDT&E
0026AB 359,527 285 25,188 385,000 SCN
0026AC 91,997 59 6,444 98,500 OPN
0026AD 800,423 512 56,065 857,000 O&MN
0026AE 18,680 12 1,308 20,000 FMS
0026AF 18,680 12 1,308 20,000 OTHER
0026AG 58,374 37 4,089 62,500 DBOF
0026AH 9,340 6 654 10,000 DOD-R&D
--------- ----- ------- ---------
SUB-TOTAL 1,573,703 1,062 110,235 1,685,000
0027 555,272 4,395 38,869 598,536
------- ----- ------ -------
SUB-TOTAL 555,272 4,395 38,869 598,536
0028AA 1,008,699 646 70,655 1,080,000 O&MN
0028AB 1,418,716 909 99,375 1,519,000 RDT&E,N
0028AC 798,552 513 55,935 855,000 SCN
0028AD 1,428,991 916 100,093 1,530,000 OPN
0028AE 0 0 0 0 WPN
0028AF 0 0 0 0 APN
0028AG 0 0 0 0 FMS
0028AH 0 0 0 0 DBOF
0028AJ 0 0 0 0 OTHER
--------- ----- ------- ---------
SUB-TOTAL 4,654,958 2,984 326,058 4,984,000
SUB-TOTAL
TO DATE 31,097,085 23,410 2,177,396 33,297,891
</TABLE>
<PAGE> 70
N00024-90-C-5208
N00024-96-FR-54552
Modification P00146
Page 7 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 31,097,085 23,410 2,177,396 33,297,891
0029AA 517,144 332 36,224 553,700 O&MN
0029AB 630,435 405 44,160 675,000 RDT&E,N
0029AC 999,360 641 69,999 1,070,000 SCN
0029AD 65,379 42 4,579 70,000 OPN
0029AE 0 0 0 0 WPN
0029AF 0 0 0 0 APN
0029AG 0 0 0 0 FMS
0029AH 0 0 0 0 DBOF
0029AJ 0 0 0 0 OTHER
0029AK 37,359 24 2,617 40,000 DOD (R&D)
--------- ----- ------- ---------
TOTAL 2,249,677 1,444 157,579 2,408,700
0030AA 857,396 548 60,055 917,999 O&MN
0030AB 812,003 521 56,876 869,400 RDT&E,N
0030AC 186,796 120 13,084 200,000 SCN
0030AD 0 0 0 0 OPN
0030AE 0 0 0 0 WPN
0030AF 0 0 0 0 APN
0030AG 0 0 0 0 FMS
0030AH 0 0 0 0 DBOF
0030AJ 0 0 0 0 OTHER
--------- ----- ------- ---------
TOTAL 1,856,195 1,189 130,015 1,987,399
SUB-TOTAL
TO DATE 35,202,957 26,043 2,464,990 37,693,990
</TABLE>
B. Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.
<PAGE> 71
<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N000249OC5208 P00146
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
DOCUMENT REF CLIN SLIN QTY UNIT
NUMBER ACRN
- -----------------------------------------------------------------------------
C N0002489PD77501 0030 AC
(LHD 4)
C N0002491PD77007 0030 AC
(LHD 5)
C N0002494PD77027 0030 AC
(LHD 6)
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
N0002496FR54552
TI 96-X16
- ------------------------------------------------------------------------------------------------------------
15. 16.
- ---------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ ----------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- ---------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------
EN 1791611 8386 000 WB WCL 0 068342 2D 000000 21808 429 0140 $25,000.00
EP 1711611 8386 000 WB WCL 0 068342 2D 000000 21879 429 0010 $100,000.00
HM 1741611 8386 000 WB WCL 0 068342 2D 000000 22202 4SE 001H $75,000.00
FY 89 EXT - Funds cited are authorized in accordance with PL 100-463.
FY 91 EXT - Funds cited are authorized in accordance with PL 100-511.
THIS DOCUMENT CONVEYS AUTHORITY TO OBLIGATE $0.00 DOLLARS WITHIN THE
FY89, FY91 AND FY 94 CSS FUNDING LIMITATION.
LHD 4 0WLD 5/96 LHD 5 OWLD 10/98 LDH 6 OWLD 10/99
- ------------------------------------------------------------------------------------------------------------
PREPARED BY: SUE McILWAIN, SEA-01232 TOTAL $200,000.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
12/22/95 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE 02/20/96
/S/ CDR M. ROSS, USN, SEA 91K1 /S/ V.F. JEFFERSON
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 72
<TABLE>
<CAPTION>
<S> <C>
- -------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES
U 1 7
- ------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REG. NO. 5. PROJECT NO.
P00147 SEE BLK 16C. N00024-96-FR-54553 6-03KF-54553
- ------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY (If other than Item 6) CODE S3305A
NAVAL SEA SYSTEMS COMMAND DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY 1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160 111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY/SEA 0251D BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106 Ext. 517
- ------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) |(X)| 9A. AMENDMENT OF SOLICITATION NO.
| | ---------------------------------------
CEC NO: 789995610 | | 9B. DATED (SEE ITEM 11)
| |
COMPTEK FEDERAL SYSTEMS, INC. | | ---------------------------------------
2732 TRANSIT ROAD | X | 10A. MODIFICATION OF CONTRACT/ORDER NO.
BUFFALO, NY 14224-2523 | | N00024-90-C-5208
| | ---------------------------------------
TIN NO: 16-1411419 | | 10B. DATED (SEE ITEM 13)
- ----------------------------------------------------------------------------| | 30 March 1990
CODE OTTJ6 | FACILITY CODE | |
- ------------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of
Offers ___ is extended, ___ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and
returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.
FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour and date specified.
- ------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- ------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ------------------------------------------------------------------------------------------------------------------------
| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
| CONTRACT ORDER NO. IN ITEM 10A.
- ------------------------------------------------------------------------------------------------------------------------
| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
|ADMINISTRATIVE CHANGES (such as changes in paying office,
|appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
|AUTHORITY OF FAR 43.103(b).
- ------------------------------------------------------------------------------------------------------------------------
| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
|
- ------------------------------------------------------------------------------------------------------------------------
| D. OTHER (Specify type of modification and authority)
x | UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS CLAUSE
- ------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not, [ ] is required to sign this document and return __ copies to the issuing office.
- ------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject
matter where feasible.)
SEE THE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in Item 9A or 10A, as heretofore changed, remain unchanged and in full force
and effect.
- ------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print) | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
| KIMBERLEY A. BEESON - LDCR,SC,USN
| CONTRACTING OFFICER
- --------------------------------------------------------------- --------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED | By /s/ KIMBERLEY A. BEESON | 16C. DATE SIGNED
| |
- ----------------------------------------------------------------------------------------- |
(Signature of person authorized to sign) (Signature of Contracting officer) | 02/27/96
- ------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR (48 CFR) 53.243
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 73
N00024-90-C-5208
N00024-96-FR-54553
Modification P00147
Page 2 of 7
A. The purpose of this modification is to provide additional funds under CLIN
0030 in the amount of $30,000.00. Accordingly, Contract N00024-90-C-5208 is
modified as follows:
1. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003, 0005,
0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027, 0028, 0029,
and 0030 of the attached accounting data sheet, funding under this contract is
increased by $30,000.00 apportioned as follows:
<TABLE>
<CAPTION>
EST FIXED
ITEM COST COM FEE TOTAL
---- ---- --- --- -----
<S> <C> <C> <C> <C> <C>
0030AC 28,019 18 1,963 30,000
</TABLE>
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
<PAGE> 74
N00024-90-C-5208
N00024-96-FR-54553
Modification P00147
Page 3 of 7
2. Accordingly the amount funded to date is increased by $30,000.00 from
$37,693,990.00 to a new total of $37,723,990 apportioned as follows:
<TABLE>
<CAPTION>
EST
ITEM COST COM FIXED FEE TOTAL CATEGORY
---- ---- --- --------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
0001AA 1,284,239 763 89,898 1,374,900 RDT&E,N
0001AB 84,066 50 5,884 90,000 FMS
0001AC 611,810 365 42,825 655,000 O&MN
0001AD 672,523 401 47,076 720,000 OPN
0001AE 186,812 111 13,077 200,000 SCN
0001AH 233,514 141 16,345 250,000 OTHER AGENCY
0004AC 46,703 28 3,269 50,000 SCN
0005AA 46,703 28 3,269 50,000 RDT&E
0005AB 802,358 477 56,165 859,000 SCN
0005AD 513,733 306 35,961 550,000 OTHER AGENCY
0007AA 842,803 500 58,997 902,300 RDT&E
0007AB 119,558 73 8,369 128,000 FMS
0007AC 520,272 309 36,419 557,000 O&MN
0007AD 817,303 486 57,211 875,000 OPN
0007AE 910,710 540 63,750 975,000 O&MN
0007AF 382,965 228 26,807 410,000 DBOF
0007AG 56,044 33 3,923 60,000 NAVAIR RDT&E
0007AH 289,559 172 20,269 310,000 SPAWAR OPN
0007AJ 46,703 28 3,269 50,000 NAVAIR NG
0007AK 373,624 222 26,154 400,000 NAVAIR FMS
THRU
0007AS
0011AB 168,131 100 11,769 180,000 SCN
0011AD 177,472 105 12,423 190,000 SPAWAR RDT&E
0011AE 158,790 94 11,116 170,000 SCN
--------- ----- ------- ----------
SUB TOTAL 9,346,395 5,560 654,245 10,006,200
TO DATE
</TABLE>
<PAGE> 75
N00024-90-C-5208
N00024-96-FR-54553
Modification P00147
Page 4 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C>
SUB-TOTAL 9,346,395 5,560 654,245 10,006,200
0012AA 760,704 462 53,234 814,400 O&MN
0012AB 1,358,597 817 95,086 1,454,500 RDT&E
0012AC 94,531 57 6,616 101,204 FMS
0012AD 1,516,903 907 106,190 1,624,000 OPN
0012AF 14,945 9 1,046 16,000 FMS
0012AG 35,303 21 2,472 37,796 FMS
0012AH 18,681 11 1,308 20,000 FMS
0012AJ 18,681 11 1,308 20,000 FMS
0012AK 23,351 14 1,635 25,000 FMS
0012AL 84,064 50 5,886 90,000 FMS
0012AM 42,032 25 2,943 45,000 FMS
0012AN 42,032 25 2,943 45,000 FMS
0012AP 82,196 49 5,755 88,000 SPAWAR/OPN
0012AQ 240,053 144 16,803 257,000 DBOF
0012AR 4,670 3 327 5,000 OTHER
0012AS 102,695 67 7,188 109,950 OTHER/DBOF
--------- ----- ------- ---------
SUB-TOTAL 4,439,438 2,672 310,740 4,752,850
SUB-TOTAL
TO DATE 13,785,833 8,232 964,985 14,759,050
</TABLE>
<PAGE> 76
N00024-90-C-5208
N00024-96-FR-54553
Modification P00147
Page 5 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 13,785,833 8,232 964,985 14,759,050
0012AT 112,087 67 7,846 120,000 FMS
0012AU 112,087 67 7,846 120,000 FMS
0012AV 51,373 31 3,596 55,000 FMS
0012AW 18,681 11 1,308 20,000 FMS
0012AX 46,703 28 3,269 50,000 FMS
0012AY 46,703 28 3,269 50,000 FMS
0012AZ 18,681 11 1,308 20,000 FMS
0012BA 4,670 3 327 5,000 FMS
0012BB 168,130 101 11,769 180,000 FMS
0013AA 233,520 145 16,335 250,000 OPN
------- ----- ------ -------
TOTAL 812,635 492 56,873 870,000
0017AA 1,071,486 693 75,046 1,147,225 RDT&E
0017AC 369,859 241 25,900 396,000 O&MN
0017AD 1,499,061 962 104,977 1,605,000 OPN
0017AE 1,821,483 1,171 127,546 1,950,200 SCN
0017AF 46,700 31 3,269 50,000 OTHER
0017AG 405,517 260 28,403 434,180 DBOF
0017AH 36,613 23 2,564 39,200 FMS
0017AJ 152,241 100 10,659 163,000 WPN
0017AK 56,039 36 3,925 60,000 APN
0017AL 70,050 47 4,903 75,000 O&MN
--------- ----- ------- ---------
TOTAL 5,529,049 3,564 387,192 5,919,805
0022AA 819,101 524 57,375 877,000 RDT&E
0022AB 0 0 0 0 FMS
0022AC 348,375 223 24,402 373,000 O&MN
0022AD 962,000 616 67,384 1,030,000 OPN
0022AE 93,398 60 6,542 100,000 SCN
0022AF 0 0 0 0 DBOF
0022AG 34,557 22 2,421 37,000 WPN
0022AH 0 0 0 0 APN
--------- ----- ------- ---------
TOTAL 2,257,431 1445 158,124 2,417,000
SUB-TOTAL
TO DATE 22,384,948 13,733 1,567,174 23,965,855
</TABLE>
<PAGE> 77
N00024-90-C-5208
N00024-96-FR-54553
Modification P00147
Page 6 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 22,384,948 13,733 1,567,174 23,965,855
0023AA 513,221 330 35,949 549,500 RDT&E
0023AB 322,224 206 22,570 345,000 O&MN
------- --- ------ -------
SUB-TOTAL 835,445 536 58,519 894,500
0024AA 0 0 0 0 RDT&E
0024AB 37,359 24 2,617 40,000 O&MN
0024AC 803,225 514 56,261 860,000 SCN
0024AD 46,699 30 3,271 50,000 FMS
------- --- ------ -------
SUB-TOTAL 887,283 568 62,149 950,000
0025AA 205,476 132 14,392 220,000 RDT&E
0025AB 0 0 0 0 O&MN
------- --- ------ -------
SUB-TOTAL 205,476 132 14,392 220,000
0026AA 216,682 139 15,179 232,000 RDT&E
0026AB 359,527 285 25,188 385,000 SCN
0026AC 91,997 59 6,444 98,500 OPN
0026AD 800,423 512 56,065 857,000 O&MN
0026AE 18,680 12 1,308 20,000 FMS
0026AF 18,680 12 1,308 20,000 OTHER
0026AG 58,374 37 4,089 62,500 DBOF
0026AH 9,340 6 654 10,000 DOD-R&D
--------- ----- ------- ---------
SUB-TOTAL 1,573,703 1,062 110,235 1,685,000
0027 555,272 4,395 38,869 598,536
------- ----- ------ -------
SUB-TOTAL 555,272 4,395 38,869 598,536
0028AA 1,008,699 646 70,655 1,080,000 O&MN
0028AB 1,418,716 909 99,375 1,519,000 RDT&E,N
0028AC 798,552 513 55,935 855,000 SCN
0028AD 1,428,991 916 100,093 1,530,000 OPN
0028AE 0 0 0 0 WPN
0028AF 0 0 0 0 APN
0028AG 0 0 0 0 FMS
0028AH 0 0 0 0 DBOF
0028AJ 0 0 0 0 OTHER
--------- ---- ------- ---------
SUB-TOTAL 4,654,958 2984 326,058 4,984,000
SUB-TOTAL
TO DATE 31,097,085 23,410 2,177,396 33,297,891
</TABLE>
<PAGE> 78
N00024-90-C-5208
N00024-96-FR-54553
Modification P00147
Page 7 of 7
<TABLE>
<CAPTION>
ITEM ESTIMATED COM FIXED FEE AMOUNT CATEGORY
<S> <C> <C> <C> <C> <C> <C>
SUB
TOTAL 31,097,085 23,410 2,177,396 33,297,891
0029AA 517,144 332 36,224 553,700 O&MN
0029AB 630,435 405 44,160 675,000 RDT&E,N
0029AC 999,360 641 69,999 1,070,000 SCN
0029AD 65,379 42 4,579 70,000 OPN
0029AE 0 0 0 0 WPN
0029AF 0 0 0 0 APN
0029AG 0 0 0 0 FMS
0029AH 0 0 0 0 DBOF
0029AJ 0 0 0 0 OTHER
0029AK 37,359 24 2,617 40,000 DOD (R&D)
--------- ----- ------- ---------
TOTAL 2,249,677 1,444 157,579 2,408,700
0030AA 857,396 548 60,055 917,999 O&MN
0030AB 812,003 521 56,876 869,400 RDT&E,N
0030AC 214,815 138 15,047 230,000 SCN
0030AD 0 0 0 0 OPN
0030AE 0 0 0 0 WPN
0030AF 0 0 0 0 APN
0030AG 0 0 0 0 FMS
0030AH 0 0 0 0 DBOF
0030AJ 0 0 0 0 OTHER
--------- ----- ------- ---------
TOTAL 1,884,214 1,207 131,978 2,017,399
SUB-TOTAL
TO DATE 35,230,976 26,061 2,466,953 37,723,990
</TABLE>
3. Under SECTION F - PERIOD OF PERFORMANCE, modify to read as follows: Extend
the period of performance from 28 February 1996 to 30 April 1996.
B. Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.
<PAGE> 79
<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------
1. DOCUMENT NUMBER (PIIN) 2. SUPPL PIIN 3. DATE EFFECTIVE
YR. MO. DA.
N000249OC5208 P00147
- ----------------------------------------------------------------------------
8. 9. 10. 11. 12. 13. 14.
REFERENCE
A C DOCUMENT REF CLIN SLIN QTY UNIT
C 0 NUMBER ACRN
T D
E
- -----------------------------------------------------------------------------
C N0002491PD83082 0030 AC
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------------
FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ------------------------------------------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO. 5. PAYING OFC 6. TYPE OF MOD. 7. TAC
N0002496FR54553
TI-96-X18
- ------------------------------------------------------------------------------------------------------------
15. ACCOUNTING DATA 16.
- ---------------------------------------------------------------------------------------------------
A. B. C. D. OBJ E. BCN F. G. H. I. J. COST CODE
CLASS ------------ ----------------------- AMOUNT
ACRN APPROPRIATION SUBHEAD PARM RM SA AAA TT PAA PROJ. UNIT MCC PDLI&S
- ---------------------------------------------------------------------------------------------------
K. OTHER THAN NAVY ACCOUNTING DATA
- ------------------------------------------------------------------------------------------------------------
KK 1701611 8598 000 X4 WEH 0 068342 2D 000000 21907 543 0010 $30,000.00
THIS DOCUMENT CONVEYS AUTHORITY TO OBLIGATE -0- DOLLARS WITHIN THE FY 90 CAAS FUNDING LIMITATION.
FY 90 EXTENDED FUNDS ARE AUTHORIZED IAW PL 101-165
0WLD: AOE 8 (21907) - 31 AUG 96
- ------------------------------------------------------------------------------------------------------------
PREPARED BY: SUE McILWAIN, SEA-01232 TOTAL $30,000.00
- ------------------------------------------------------------------------------------------------------------
17. FINANCIAL MANAGER 18. COMPTROLLER CLEARANCE
- ------------------------------------------------------------------------------------------------------------
SIGNATURE DATE OBLIGATION OF FUNDS IS AUTHORIZED SIGNATURE DATE
01/29/96 IN AMOUNTS SHOWN IN COLUMN 16 ABOVE 02/20/96
/S/ LIZ PERRILL, SEA 9lWl /S/ V.F. JEFFERSON
BY DIRECTION OF
CAPT. M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ------------------------------------------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE> 1
EXHIBIT 21
List of Subsidiaries
<PAGE> 2
LIST OF SUBSIDIARIES
------
<TABLE>
<CAPTION>
Ownership State of Subsidiary Doing Business
Percentage Incorporation As Comptek Research
- ---------- ------------- ---------------------------------------------
<S> <C> <C>
100% New York Comptek Federal Systems, Inc.
100% New York Comptek Research International Corp.
100% New York Comptek Telecommunications, Inc.
100% Pennsylvania Industrial Systems Service, Inc.
</TABLE>
<PAGE> 1
EXHIBIT 23
Consent of Independent Auditors
<PAGE> 2
Independent Auditors' Consent
-----------------------------
The Board of Directors
Comptek Research, Inc.:
We consent to incorporation by reference in the registration statements (Nos.
33-54170,33-30253 and 33-82536) on Form S-8 of Comptek Research, Inc. of our
reports dated May 14, 1996, relating to the consolidated balance sheets of
Comptek Research, Inc. and subsidiaries as of March 31, 1996 and 1995, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended March 31, 1996, and
related schedule, which reports appear in the March 31, 1996 report on Form
10-K of Comptek Research, Inc.
/s/ KPMG Peat Marwick LLP
Buffalo, New York
June 24, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 160
<SECURITIES> 0
<RECEIVABLES> 15,826
<ALLOWANCES> 50
<INVENTORY> 1,582
<CURRENT-ASSETS> 18,288
<PP&E> 9,320
<DEPRECIATION> 6,829
<TOTAL-ASSETS> 25,861
<CURRENT-LIABILITIES> 9,990
<BONDS> 7,626
<COMMON> 105
0
0
<OTHER-SE> 8,140
<TOTAL-LIABILITY-AND-EQUITY> 25,861
<SALES> 55,168
<TOTAL-REVENUES> 55,168
<CGS> 45,904
<TOTAL-COSTS> 45,904
<OTHER-EXPENSES> 8,333
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 218
<INCOME-PRETAX> 713
<INCOME-TAX> 285
<INCOME-CONTINUING> 428
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,552)
<EPS-PRIMARY> (1.90)
<EPS-DILUTED> (1.90)
</TABLE>
