Exhibit 1.2
THIRD AMENDMENT TO AMENDED AND RESTATED
REVOLVING LINE OF CREDIT LOAN AND SECURITY AGREEMENT,
JOINDER, ASSUMPTION AND RATIFICATION AGREEMENT
THIS THIRD AMENDMENT
TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT
LOAN AND SECURITY
AGREEMENT, JOINDER,
ASSUMPTION AND
RATIFICATION
AGREEMENT
("Amendment") is dated
as of October
1, 2006, and is by and among (a) ESSEX
CORPORATION (for
itself and as successor by merger to Computer Science
Innovations, Inc.), THE WINDERMERE GROUP, LLC, WINDERMERE
INFORMATION TECHNOLOGY
SYSTEMS, LLC,
and WINDERMERE HDS, LLC (collectively, the "ORIGINAL ESSEX
BORROWERS") (b) ADAPTIVE OPTICS ASSOCIATES, INC., a Delaware corporation (the
"ADDITIONAL BORROWER")
and (c) BANK OF AMERICA, N.A., a national banking
association (the "Lender").
RECITALS:
A. Pursuant to that
certain Amended and Restated Revolving Line of
Credit Loan and Security Agreement dated as of June 30,
2005 between the Lender
and the Original Essex Borrowers, as amended by that certain First
Amendment to
Amended and Restated
Revolving Line of Credit Loan and Security Agreement dated
as of December
19, 2005 and that certain Second Amendment to Amended and
Restated
Revolving Line
of Credit Loan and Security Agreement ("SECOND
AMENDMENT") dated as of September 29, 2006 (as the same may from
time to time be
amended, restated,
extended, refinanced,
replaced, supplemented or otherwise
modified, the "LOAN
AGREEMENT"),
the Lender
established
a revolving
credit
facility pursuant to
which the Lender
agreed to make
advances to the Original
Essex Borrowers from time to time in an aggregate principal amount
not to exceed
Fifty Five Million Dollars ($55,000,000) at any one time
outstanding.
B. The Original Essex
Borrowers desire to
consummate the
acquisition
(the "ACQUISITION")
of all of the Capital
Stock and assets of
the Additional
Borrower, as the same transaction is more particularly described in
that certain
Stock Purchase
Agreement of dated as of September
19, 2006. The Lender has
consented to the
Acquisition pursuant
to the Second
Amendment. Following
the
Acquisition, the
Additional Borrower will be a wholly-owned subsidiary of Essex
Corporation.
C. The Original
Essex Borrowers have asked the Lender to enter
into
this Amendment in order to (i) permit the Additional Borrower to
assume, jointly
and severally with the Original Essex Borrowers, the obligations of
the Original
Essex Borrowers under
the Loan Documents, as
amended hereby and (ii) amend the
Loan Agreement and the applicable Loan Documents. The Lender is
willing to do so
only if the Borrowers
execute and deliver
this Amendment and all
of the other
documents called for herein.
D. The obligations of
the Original Essex
Borrowers to repay
advances
made under the Loan
Agreement is currently
evidenced by that certain Second
Amended and
<PAGE>
Restated Revolving
Loan Note dated
September 29, 2006
from the Original Essex
Borrowers to the order
of the Lender in the face amount of Fifty Five Million
Dollars
($55,000,000.00),
which is intended to be further amended and restated
concurrently with the execution of this Amendment pursuant to that
certain Third
Amended and Restated
Revolving Loan Note from the Borrowers to the order of the
Lender (as the same may from time to time be amended, restated,
supplemented, or
otherwise modified,
the "REVOLVING NOTE").
The Loan Agreement,
the Revolving
Note, and all other
documents now or hereafter executed and delivered by the
Borrowers or any other
party or parties to
evidence, secure, guarantee, or
otherwise in
connection
with the Credit Facility are hereinafter called
collectively the "LOAN DOCUMENTS."
AGREEMENTS:
NOW, THEREFORE,
in consideration of
the premises and mutual covenants
and agreements
contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto
hereby agree as follows:
1. TERMS DEFINED. Unless otherwise defined or stated in this
Amendment,
each capitalized term
used in this Amendment has the meaning given to such term
in the Loan Agreement (as amended by this Amendment).
2. AMENDMENT. The Loan
Agreement is,
effective as of the date hereof,
hereby amended as follows:
The definitions set
forth in SECTION 1.1. of the Credit Agreement are
hereby amended, restated or supplemented (as appropriate) to read
as follows:
"ADDITIONAL BORROWER" means Adaptive Optics Associates, Inc.,a
Delaware
corporation.
"BORROWERS" means,
collectively, the
Original Essex Borrowers and the
Additional Borrower;
PROVIDED, HOWEVER, that the Additional Borrower shall only
be considered a
Borrower for the purposes of Article 5 of this Agreement with
respect to request for
an Advance or a Letter of Credit made or issued from and
after October 1, 2006.
"ORIGINAL ESSEX
BORROWERS" means Essex
Corporation, Computer
Science
Innovations, Inc., The
Windermere Group, LLC, Windermere Information Technology
Systems, LLC and Windermere HDS, LLC.
"REVOLVING NOTE"
means the Borrowers' Third Amended and Restated
Revolving Credit
Note of even date,
in the amount of
Fifty-Five
Million and
00/100 Dollars
($55,000,000.00),
payable to the order of the Lender, and
evidencing Borrowers'
obligation to repay the Revolving Loan, as such Revolving
Note may be amended from time to time.
Third Amendment to Amended and Restated Revolving
Line of Credit Loan and Security Agreement, Joinder,
Assumption and Ratification Agreement - Page 2
<PAGE>
3. JOINDER AND ASSUMPTION. The Additional Borrower hereby
joins in and
assumes all of the
Obligations, jointly
and severally with the
Original Essex
Borrowers, and the
Additional Borrower
hereby covenants,
promises and agrees,
jointly and severally
with the Original Essex Borrowers: (a) to pay to the
Lender the principal of and interest on the Revolving Note, and all other sums
payable thereunder, at
the times, in the manner, and in all respects as therein
provided; (b) to perform and comply with all of the terms,
covenants, agreements
and obligations
to be performed by the Original Essex Borrowers under the
Revolving Note, the Loan Agreement, and all other Loan Documents at
the times,
in the manner, and in all respects as therein provided;
(c) to be bound by
each
and all of the terms,
covenants, agreements
and obligations of
