Exhibit 10.2
FIFTEENTH AMENDMENT
TO
LOAN AND SECURITY
AGREEMENT
THIS FIFTEENTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT (this “Amendment”) is entered into
as of February 14, 2008, but effective as of January 31,
2008, by and among TELOS CORPORATION , a Maryland
corporation (“Parent”), XACTA CORPORATION , a
Delaware corporation (“Xacta”; Parent and Xacta are
referred to hereinafter each individually as a
“Borrower”, and individually and collectively, jointly
and severally, as the “Borrowers”), TELOS DELAWARE,
INC. , a Delaware corporation (“Telos-Delaware”),
UBIQUITY.COM, INC. , a Delaware corporation
(“Ubiquity”), TELOS INTERNATIONAL CORP. , a
Delaware corporation (“TIC”), TELOS INTERNATIONAL
ASIA, INC. , a Delaware corporation (“TIA”),
SECURE TRADE, INC. , a Delaware corporation
(“STI”), and TELOS FIELD ENGINEERING, INC. , a
Delaware corporation (“TFE”),; Telos-Delaware,
Ubiquity, TIC, TIA, STI, and TFE are referred to hereinafter each
individually as a “Credit Party” and collectively,
jointly and severally, as the “Credit Parties”), and
WELLS FARGO FOOTHILL, INC. (formerly known as Foothill
Capital Corporation), as agent (“Agent”) for the
Lenders (defined below) and as a Lender.
WHEREAS, Borrowers, Credit Parties,
Agent and certain other financial institutions from time to time
party thereto (the “Lenders”) are parties to that
certain Loan and Security Agreement dated as of October 21,
2002 (as amended from time to time, the “Loan
Agreement”);
WHEREAS, subject to the terms and
conditions contained herein, Borrowers, Credit Parties, Agent and
Lenders have agreed to amend the Loan Agreement in certain
respects.
NOW THEREFORE, in consideration of
the premises and mutual agreements herein contained, the parties
hereto agree as follows:
1. Defined Terms . Unless
otherwise defined herein, capitalized terms used herein shall have
the meanings ascribed to such terms in the Loan
Agreement.
2. Amendments to Loan
Agreement . Subject to the satisfaction of the conditions set
forth in Section 4 hereof, the Loan Agreement is amended in
the following respects:
(a) The definition of “Maximum
Revolver Amount” as set forth in Section 1.1 of the Loan
Agreement is amended and restated in its entirety, as
follows:
“ Maximum Revolver
Amount ” means $15,000,000, provided, that during the
period from January 31, 2008 through and including
March 31, 2008, the Maximum Revolver Amount means an amount
equal to $20,000,000.
3. Ratification . This
Amendment, subject to satisfaction of the conditions provided
below, shall constitute a waiver and amendment to the Loan
Agreement and all of the Loan Documents as appropriate to express
the agreements contained herein. Except as specifically set forth
herein, the Loan Agreement and the Loan Documents shall remain
unchanged and in full force and effect in accordance with their
original terms.
4. Conditions to
Effectiveness . This Amendment shall become effective as of
January 31, 2008 and upon the satisfaction of the following
conditions precedent:
(a) Each party hereto shall have
executed and delivered this Amendment to Agent;
(b) Agent shall have received the
fee described in Section 5 hereof;
(c) Borrowers shall have delivered
to Agent such documents, agreements and instruments as may be
requested or required by Agent in connection with this Amendment,
each in form and content acceptable to Agent;
(d) No Default or Event of Default
other than the Existing Defaults shall have occurred and be
continuing on the date hereof or as of the date of the
effectiveness of this Amendment; and
(e) All proceedings taken in
connection with the transactions contemplated by this Amendment and
all documents, instruments and other legal matters incident thereto
shall be satisfactory to Agent and its legal counsel.
5. Amendment Fee . To induce
Agent and Lenders to enter into this Amendment, Borrowers shall pay
to Agent, for the benefit of Lenders, a non-refundable fee equal to
$10,000, which shall be due and payable on the date
hereof.
6. Miscellaneous .
(a) Warranties and Absence of
Defaults . To induce Agent and Lenders to enter into this
Amendment, each Company hereby represents and warrants to Agent and
Lenders that:
(i) The execution, delivery and
performance by it of this Amendment and each of the other
agreements, instruments and documents contemplated hereby are
within its corporate power, have been duly authorized by all
necessary corporate action, have received all necessary
governmental approval (if any shall be required), and do not and
will not contravene or conflict with any provision of law
applicable to it, its articles of incorporation and by-laws, any
order, judgment or decree of any court or governmental agency, or
any agreement, instrument or document binding upon it or any of its
property;
(ii) Each of the Loan Agreement and
the other Loan Documents, as amended by this Amendment, are the
legal, valid and binding obligation of it
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enforceable against it in accordance
with its terms, except as the enforcement thereof may be subject to
(A) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting
creditor’s rights generally, and (B) general principles
of equity;
(iii) The representations and
warranties contained in the Loan Agreement and the other Loan
Documents are true and accurate as of the date hereof with the same
force and effect as if such had been made on and as of the date
hereof; and
(iv) It has pe
