AGREEMENT AND PLAN OF MERGER among: Cloud Intermediate Holdings, LLC, a Delaware limited liability company, Cloud Merger Sub, Inc., a Delaware corporation, and NCI, INC., a Delaware corporation Dated as of July 2, 2017Agreement and Plan of Merger • July 5th, 2017 • NCI, Inc. • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 2, 2017 (the “Agreement Date”) by and among Cloud Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Cloud Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and NCI, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of December 13, 2010 among NCI, INC., And Its Subsidiaries, as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent, and SUNTRUST ROBINSON HUMPHREY,...Loan and Security Agreement • December 15th, 2010 • NCI, Inc. • Services-computer integrated systems design
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of the 13th day of December, 2010, is made by and among NCI, INC., a Delaware corporation (the “Company”), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), OPERATIONAL TECHNOLOGIES SERVICES, INC., a Delaware corporation (“OTS”), and KARTA TECHNOLOGIES, INC., a Texas corporation (“Karta”), and each other Subsidiary (as defined below) that becomes a party to this Agreement from time to time in accordance with the provisions set forth below (together with the Company, NCI Virginia, OTS and Karta, collectively, the “Borrowers,” and individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), SUNTRUST ROBINSON HUMPHREY, INC., in its capacity as Lead Arranger and Book Manager (in such capacity, the “Arranger”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
5,150,000 Shares NCI, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 2005 • NCI, Inc. • Services-computer integrated systems design • Maryland
registration or qualification of or with any such court or governmental agency or body is required for the issuance and sale of the Shares to be sold by the Company hereunder or the consummation by the Company of the transactions contemplated by the Agreement, except the registration under the Securities Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;
NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 12th, 2012 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is effective as of this 9th day of March, 2012 by and between Lucas J. Narel (“you”) and NCI, Inc. (the “Company”).
NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 31st, 2017 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is effective as of this 1st day of November, 2016 by and between Paul A. Dillahay (“you”) and NCI, Inc. (the “Company”).
AMENDMENT to NCI Information Systems, Inc. Non-Qualified Stock Option AgreementQualified Stock Option Agreement • October 20th, 2005 • NCI, Inc. • Services-computer integrated systems design
This Amendment is entered into as of October 13, 2005 by and between NCI, Inc., a Delaware corporation (“NCI-DE”), and the undersigned holder (“Optionee”) of a Non-Qualified Stock Option (the “Stock Option”) originally granted by NCI Information Systems, Inc., a Virginia corporation (“NCI-VA”), pursuant to a Non-Qualified Stock Option Agreement dated June 30, 2004 (the “Stock Option Agreement”).
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 25th, 2017 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 22, 2017, is made by and among NCI, INC., a Delaware corporation (the “Company”), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), and ADVANCEMED CORPORATION, a Virginia corporation (“AdvanceMed,” and together with the Company, NCI Virginia and each other Subsidiary that becomes a party to the Loan Agreement (as such term is defined below) from time to time in accordance with the provisions set forth therein, collectively, the “Borrowers,” and individually, a “Borrower”), the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), as Issuing Bank and as Swingline Lender.
NCI INFORMATION SYSTEMS, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • July 29th, 2005 • NCI, Inc. • Virginia
AGREEMENT (“Agreement”) dated May 4, 2001 by and between NCI Information Systems, Inc., a corporation headquartered in McLean, Virginia (“Corporation”), and Linda Allan (“Optionee”).
NCI Information Systems, Inc. Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • October 4th, 2005 • NCI, Inc. • Services-computer integrated systems design • Virginia
This Non-Qualified Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between NCI Information Systems, Inc., a Virginia corporation (the “Company”), and the following employee of the Company (“Optionee”): Michael W. Solley.
NCI, Inc. 11730 Plaza America Drive Reston, Virginia 20190 LEGG MASON WOOD WALKER, INCORPORATED RAYMOND JAMES & ASSOCIATES, INC. ROBERT W. BAIRD & CO., INCORPORATED STEPHENS INC.NCI, Inc. • October 4th, 2005 • Services-computer integrated systems design
STOCK PURCHASE AGREEMENT by and among NCI INFORMATION SYSTEMS, INC., THE SELLERS NAMED HEREIN, THE PHANTOM STOCK HOLDERS NAMED HEREIN, and COMPUTECH, INC. December 24, 2014Stock Purchase Agreement • December 29th, 2014 • NCI, Inc. • Services-computer integrated systems design • Maryland
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 24, 2014 (the “Agreement Date”), by and among (a) NCI Information Systems, Inc., a Virginia corporation (the “Buyer”), (b) Computech, Inc., a Maryland corporation (the “Company”), (c) each of the stockholders of the Company listed on the signature pages hereto (each, individually, a “Seller” and, collectively, the “Sellers”), and (d) each of the phantom stock holders of the Company set forth on Exhibit B attached hereto (each, individually, a “Phantom Stock Holder” and, collectively, the “Phantom Stock Holders”). For purposes of this Agreement, upon the exchange of the phantom stock units held by the Phantom Stock Holders for Shares (as defined below) prior to the Closing Date (as defined herein) pursuant to the terms and conditions of the phantom stock agreements (collectively, the “Phantom Stock Agreements”) between each Phantom Stock Holder and the Company (the “Phantom Stock Distribution”), then the ter
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 29th, 2014 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 22, 2014, is made by and among NCI, INC., a Delaware corporation (the “Company”), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), KARTA TECHNOLOGIES, INC., a Texas corporation (“Karta”), and ADVANCEMED CORPORATION, a Virginia corporation (“AdvanceMed,” and together with the Company, NCI Virginia, Karta and each other Subsidiary that becomes a party to the Loan Agreement (as such term is defined below) from time to time in accordance with the provisions set forth therein, collectively, the “Borrowers,” and individually, a “Borrower”), the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), as Issuing Bank and as Swingline Lender.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 27th, 2007 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 27, 2007, 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”).
November 16, 2016 Lucas J. Narel Dear Lucas:NCI, Inc. • July 17th, 2017 • Services-computer integrated systems design • Virginia
NCI Information Systems, Inc. (the “Company”) believes your contributions in your role as the Chief Finalcial Officer (CFO) are valuable to the Company. Therefore, on behalf of the Company, I am pleased to offer you this retention agreement (the “Agreement”), which will provide financial incentives for you to remain employed by the Company or its affiliates.
OPTION ASSUMPTION AGREEMENTOption Assumption Agreement • October 4th, 2005 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS OPTION ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated September 1, 2005, is entered into by and among NCI Information Systems, Inc., a Virginia corporation (“NCI Virginia”), NCI, Inc., a Delaware corporation (“NCI Delaware”), and the Estate of Norris B. Carter, Estate No. 29060 filed in the Office of the Register of Wills for Frederick County, Maryland (the “Estate”), by the undersigned Personal Representatives of the Estate (the. “Representatives”).
WAIVER AND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 8th, 2013 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS WAIVER AND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Waiver and Amendment”), dated as of December 31, 2012, is made by and among NCI, INC., a Delaware corporation (the “Company”), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), KARTA TECHNOLOGIES, INC., a Texas corporation (“Karta”), and ADVANCEMED CORPORATION, a Virginia corporation (“AdvanceMed,” and together with the Company, NCI Virginia, Karta and each other Subsidiary that becomes a party to the Loan Agreement (as such term is defined below) from time to time in accordance with the provisions set forth therein, collectively, the “Borrowers,” and individually, a “Borrower”), the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), as Issuing Bank and as Swingline Lender.
STOCK PURCHASE AGREEMENT by and among NCI INFORMATION SYSTEMS, INC. a Virginia corporation, KARTA TECHNOLOGIES, INC., a Texas corporation THE SHAREHOLDERS OF KARTA TECHNOLOGIES, INC. and GURVINDER PAL SINGH, as Representative and PARVINDER KAUR as...Stock Purchase Agreement • June 27th, 2007 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 27th day of June, 2007, by and among NCI Information Systems, Inc., a Virginia corporation (“Purchaser”), Karta Technologies, Inc., a Texas corporation (“Company”), those Persons listed on Schedule 1A hereto (collectively, “Sellers”), Parvinder Kaur (“Special Indemnitor”), and Gurvinder Pal Singh, as representative of all of the Sellers and the Special Indemnitor (the “Representative”).
CONSENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 29th, 2005 • NCI, Inc. • Virginia
THIS CONSENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), dated as of July 25, 2005, is made by and among NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), and SCIENTIFIC AND ENGINEERING SOLUTIONS, INC., a Maryland corporation (“SES,” together with NCI Virginia, collectively, the “Borrowers,” and individually, a “Borrower”), the several banks and other financial institutions from time to time party to the Loan Agreement (the “Lenders”), SUNTRUST BANK, or such Affiliate as it shall designate, in its capacity as Lead Arranger and Book Manager (in such capacity, the “Arranger”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 1st, 2008 • NCI, Inc. • Services-computer integrated systems design • Virginia
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”).
OFFICE LEASE AGREEMENTOffice Lease Agreement • July 29th, 2005 • NCI, Inc. • Maryland
THIS OFFICE LEASE AGREEMENT, made this 13th day of APRIL, 1998, by and between JFB JOINT VENTURE LIMITED PARTNERSHIP, a Maryland Limited Partnership, hereinafter called “Landlord” and SCIENTIFIC ENGINEERING SOLUTIONS, INC., a corporation organized and existing under the law of the State of Maryland, having an address at 10010 Junction Drive, Suite 202, Annapolis Junction, MD 20701, hereinafter called “Tenant.”
TAX INDEMNIFICATION AGREEMENTTax Indemnification Agreement • September 6th, 2005 • NCI, Inc. • Services-computer integrated systems design • Virginia
TAX INDEMNIFICATION AGREEMENT, dated as of September 1, 2005 (the “Agreement”), between NCI, Inc., a Delaware corporation (the “Company”), and the persons listed on the signature page hereto (the “Stockholders”).
SECURITIES PURCHASE AGREEMENT dated as of February 24, 2011 by and among COMPUTER SCIENCES CORPORATION, DYNCORP, ADVANCEMED CORPORATION AND NCI INFORMATION SYSTEMS, INC.Securities Purchase Agreement • April 4th, 2011 • NCI, Inc. • Services-computer integrated systems design • Delaware
This Securities Purchase Agreement is entered into as of February 24, 2011 by and among NCI Information Systems, Inc., a Virginia corporation (“Buyer”), Computer Sciences Corporation, a Nevada corporation (“CSC”), DynCorp, a Delaware corporation (“Holdco” and, together with CSC, the “Sellers”), and AdvanceMed Corporation, a Virginia corporation (“AdvanceMed” and, together with the Sellers, the “CSC Parties”). Each of Buyer and the CSC Parties, a “Party” and, collectively, the “Parties.”
To: All NCI Employees From: Paul A. Dillahay, President and CEO Date: July 3, 2017 Subject: NCI to be Acquired by H.I.G. CapitalNCI, Inc. • July 3rd, 2017 • Services-computer integrated systems design
As announced in this morning’s press release, NCI has signed a definitive agreement to be acquired by H.I.G. Capital, a leading global private equity investment firm. H.I.G. specializes in providing capital to small and medium-sized companies with committed management teams and helping these companies build market-leading positions. Upon completion of the proposed transaction, NCI will become a privately-held company.
Re: Exclusivity AgreementExclusivity Agreement • July 17th, 2017 • NCI, Inc. • Services-computer integrated systems design • Delaware
NCI, Inc. (together with its subsidiaries, the “Company”) acknowledges that H.I.G. Middle Market, LLC and its affiliates (“H.I.G.”) will invest substantial time and resources and incur substantial expenses in completing their due diligence investigation of the Company and in negotiating and documenting a possible transaction pursuant to which H.I.G., through one or more of its affiliates, would acquire the Company from its shareholders (the “Transaction”). To induce H.I.G. to incur such expenses and pursue the Transaction, by the execution and delivery of this exclusivity agreement (the “Agreement”), the Company covenants and agrees with H.I.G. as follows:
Shares NCI, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 6th, 2005 • NCI, Inc. • Services-computer integrated systems design • Maryland
DEED OF LEASE By and between PLAZA AMERICA OFFICE DEVELOPMENT II, LLC (“Landlord”) and NCI INFORMATION SYSTEMS, INC. (“Tenant”) at Plaza America Building IV Reston, VirginiaDeed of Lease • July 29th, 2005 • NCI, Inc. • Virginia
THIS DEED OF LEASE (“Lease”) is made as of the 13th day of January, 2003, by and between PLAZA AMERICA OFFICE DEVELOPMENT II, LLC, a Delaware limited liability company (“Landlord”), and NCI INFORMATION SYSTEMS, INC., a Virginia corporation (“Tenant”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 17th, 2017 • NCI, Inc. • Services-computer integrated systems design • Delaware
THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into as of April [●], 2017 (the “Effective Date”), by and between NCI, Inc., a Delaware corporation (the “Company”), and H.I.G. Middle Market, LLC, a Delaware limited liability company (the “Recipient”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 6th, 2005 • NCI, Inc. • Services-computer integrated systems design
This AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), entered into as of the 1st day of September 2005, is by and among NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI”), NCI, INC., a Delaware corporation (the “Parent”), and NCI ACQUISITION, LLC, a Virginia limited liability company whose sole member is Parent (“Acquisition LLC”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2006 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), dated as of August 1, 2006, is made by and among NCI, INC., a Delaware corporation (the “Company”), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), and SCIENTIFIC AND ENGINEERING SOLUTIONS, INC., a Maryland corporation (“SES,” and together with the Company and SES, collectively, the “Borrowers,” and individually, a “Borrower”), SUNTRUST BANK, CITIZENS BANK OF PENNSYLVANIA and 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”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of March 15, 2005, but effective as of September 30, 2004 among NCI INFORMATION SYSTEMS, INCORPORATED And Its Subsidiaries, as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST...Loan and Security Agreement • July 29th, 2005 • NCI, Inc. • Virginia
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), dated as of March , 2005, but effective as of September 30, 2004, is made by and among NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (the “Company”), and SCIENTIFIC AND ENGINEERING SOLUTIONS, INC., a Maryland corporation (“SES”), and each other Subsidiary that becomes a party to the Loan Agreement (as hereinafter defined) from time to time in accordance with the provisions set forth in such Loan Agreement (together with the Company and SES, collectively, the “Borrowers,” and individually, a “Borrower”), the several banks and other financial institutions from time to time party to the Loan Agreement (the “Lenders”), SUNTRUST BANK, or such Affiliate as it shall designate, in its capacity as Lead Arranger and Book Manager (in such capacity, the “Arranger”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
NCI, Inc. 11730 Plaza America Drive Reston, Virginia 20190-4764NCI, Inc. • July 17th, 2017 • Services-computer integrated systems design
On behalf of the Board of Directors of NCI, Inc. (the “Company”), I am pleased to inform you that on July 2, 2017, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Cloud Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), and Cloud Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the terms of the Merger Agreement, Purchaser commenced a tender offer on July 17, 2017 (the “Offer”) to purchase all of the outstanding shares of our Class A common stock, par value $0.019 per share (the “Class A Shares”), and our Class B common stock, par value $0.019 per share (the “Class B Shares” and together with the Class A Shares, the “Shares”), at a price per share of $20.00, net to the seller thereof in cash, without interest (such amount, the “Offer Price”), and subject to deduction for any required withholding of taxes. The Offer is initially scheduled to expire at 12:00
NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTControl and Severance Agreement • March 18th, 2010 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT AND SEVERANCE AGREEMENT (this “Agreement”) is effective as of this 16th day of March, 2010 by and between Judith L. Bjornaas (“you”) and NCI, Inc. (the “Company”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 2nd, 2010 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 1, 2010, is made by and among NCI, INC., a Delaware corporation (the “Company”), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), OPERATIONAL TECHNOLOGIES SERVICES, INC., a Delaware corporation (“OTS”), and KARTA TECHNOLOGIES, INC., a Texas corporation (“Karta,” and together with the Company, NCI Virginia 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”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 23rd, 2013 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 19, 2013, is made by and among NCI, INC., a Delaware corporation (the “Company”), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), KARTA TECHNOLOGIES, INC., a Texas corporation (“Karta”), and ADVANCEMED CORPORATION, a Virginia corporation (“AdvanceMed,” and together with the Company, NCI Virginia, Karta and each other Subsidiary that becomes a party to the Loan Agreement (as such term is defined below) from time to time in accordance with the provisions set forth therein, collectively, the “Borrowers,” and individually, a “Borrower”), the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), as Issuing Bank and as Swingline Lender.
SUBCONTRACT AGREEMENT SUBCONTRACT NUMBER: SC001-9242-DCDMV Between NCI Information Systems, Inc. 11730 Plaza America Drive Reston, VA 22190 And Net Commerce Corporation 12007 Sunrise Valley Drive, Suite 280 Reston, VA 20191Subcontract Agreement • October 4th, 2005 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS SUBCONTRACT AGREEMENT IS entered into by and between NCI Information Systems, Inc., (NCI), hereinafter referred to as “Prime Contractor” or “Prime”, a Virginia corporation with principal offices in Reston, Virginia and Net Commerce Corporation, hereinafter referred to as “Subcontractor” or “Sub”, a Virginia corporation with principal offices in 12007 Sunrise Valley Drive, Suite 280, Reston, VA 20191.
