EXHIBIT 10.1
THIRD AMENDMENT
TO
LOAN AND SECURITY
AGREEMENT
THIS THIRD AMENDMENT TO LOAN AND
SECURITY AGREEMENT (this “ Amendment ”), dated
as of March 20, 2008, is made by and among NCI, INC. ,
a Delaware corporation (the “ Company ”), NCI
INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation
(“ NCI Virginia ”), SCIENTIFIC AND
ENGINEERING SOLUTIONS, INC. , a Maryland corporation (“
SES ”), OPERATIONAL TECHNOLOGIES SERVICES, INC
., a Delaware corporation (“ OTS ”), and
KARTA TECHNOLOGIES, INC. , a Texas corporation (“
Karta ,” and together with the Company, NCI Virginia,
SES and OTS, collectively, the “ Borrowers ,”
and individually, a “ Borrower ”), SUNTRUST
BANK, CITIZENS BANK OF PENNSYLVANIA and BRANCH BANKING AND
TRUST COMPANY, successor in interest by merger to Branch
Banking and Trust Company of Virginia (the “ Lenders
”), and SUNTRUST BANK , in its capacity as
Administrative Agent for the Lenders (in such capacity, the “
Administrative Agent ”).
RECITALS
WHEREAS, the Company, NCI Virginia,
SES, the Lenders and the Administrative Agent are parties to the
Loan and Security Agreement, dated as of March 14, 2006, as
amended by that certain First Amendment to Loan and Security
Agreement, dated August 1, 2006, as amended by the Consent and
Waiver, dated as of January 31, 2007 and as amended by that
certain Second Amendment to Loan and Security Agreement, dated
June 27, 2007 (as amended, supplemented, amended and restated
or otherwise modified through the date hereof, the “ Loan
Agreement ”). Capitalized terms defined in the Loan
Agreement and undefined herein shall have the same defined meanings
when such terms are used in this Amendment;
WHEREAS, OTS became a party to the
Loan Agreement, and agreed to assume the Obligations of a Borrower
thereunder and under the other Loan Documents, by its execution and
delivery to the Administrative Agent of an Assumption Agreement,
dated as of January 31, 2007;
WHEREAS, Karta became a party to the
Loan Agreement, and agreed to assume the Obligations of a Borrower
thereunder and under the other Loan Documents, by its execution and
delivery to the Administrative Agent of an Assumption Agreement,
dated as of June 27, 2007;
WHEREAS, pursuant to the Asset
Purchase Agreement, dated March 11, 2008 (the “PEO
Soldier Purchase Agreement”), between NCI Virginia and MTC
Technologies, Inc. (the “Seller”), NCI Virginia has
agreed to purchase from (the “Seller”) all of the
Seller’s right title and interest under Contract No.
W91CRB-07-D-0014, dated April 24, 2007, with the US Army
Redcom ACQ CTR-W(the “PEO Soldier Contract”) and to
cause a novation of the PEO Soldier Contract from the Seller to NCI
Virginia (the “PEO Soldier Transaction”);
WHEREAS, the Borrowers have
requested that the Lenders agree to treat the PEO Soldier
Transaction as Permitted Acquisition; and
WHEREAS, the Lenders have agreed to
do so, subject to the terms and conditions of this
Amendment;
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the
parties hereto hereby agree as follows:
AGREEMENT
1. Incorporation of Recitals
. The Recitals hereto are incorporated herein by reference to the
same extent and with the same force and effect as if fully set
forth herein.
2. Amendment to Loan
Agreement .
(a) The Administrative Agent and the
Lenders hereby agree that the definition of Permitted Acquisition
shall be amended to include the PEO Soldier Transaction, to the
extent the same is consummated in accordance with the PEO Soldier
Purchase Agreement and satisfies all of the other criteria for
Permitted Acquisitions set forth in the definition
thereof.
(b) Except as specifically modified
by this Amendment, the terms and provisions of the Loan Agreement
are ratified and confirmed by the parties hereto and remain in full
force and effect.
(c) Each of the Borrowers, the
Administrative Agent and each Lender agrees that, after the Third
Amendment Effective Date (as hereinafter defined), each reference
in the Loan Documents to the Loan Agreement shall be deemed to be a
reference to the Loan Agreement as amended hereby.
3. No Implied Waivers . The
Borrowers acknowledge and agree that the limited, express consents
and amendments contained in Section 2 of this Amendment shall
not constitute a waiver, express or implied, of any other Default,
Event of Default, covenant, term or provision of the Loan Agreement
or
