BY AND AMONG BTG, INC., A VIRGINIA CORPORATION,Stock Purchase Agreement • April 17th, 2001 • BTG Inc /Va/ • Services-computer integrated systems design • Virginia
1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into this 29th day of August, 1997, by and among MICROS-TO-MAINFRAMES, INC., a New York corporation (the "Company"), BTG, INC., a Virginia...Agreement and Plan of Merger • November 7th, 1997 • BTG Inc /Va/ • Services-computer integrated systems design • New York
BTG, INC.Underwriting Agreement • October 24th, 1996 • BTG Inc /Va/ • Services-computer integrated systems design • New York
1 EXHIBIT 10.13 ASSET PURCHASE AGREEMENT ------------------------ BY AND BETWEENAsset Purchase Agreement • June 29th, 2000 • BTG Inc /Va/ • Services-computer integrated systems design • Virginia
BY AND AMONG BTG, INC., A VIRGINIA CORPORATION,Stock Purchase Agreement • June 25th, 2001 • BTG Inc /Va/ • Services-computer integrated systems design • Virginia
1 EXHIBIT 10.7 SIXTH MODIFICATION TO AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SIXTH MODIFICATION TO AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT (this "Modification") is made as of the 2nd day of April, 2001, by and...Loan and Security Agreement • June 25th, 2001 • BTG Inc /Va/ • Services-computer integrated systems design
1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective for all purposes and in all respects as of the 24th day of October, 1997, by and between (i) BTG, INC., a Virginia corporation (hereinafter referred to...Employment Agreement • November 14th, 1997 • BTG Inc /Va/ • Services-computer integrated systems design
THIRD MODIFICATION TO AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS THIRD MODIFICATION TO AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT (this "Modification") is made as of the 9th day of November, 1998, by and among (i)...Loan and Security Agreement • November 16th, 1998 • BTG Inc /Va/ • Services-computer integrated systems design
BTG, INC. ANDRights Agreement • September 25th, 1998 • BTG Inc /Va/ • Services-computer integrated systems design • Virginia
1 EXHIBIT 99.1 FIRST AMENDMENT TO THE BTG, INC. RIGHTS AGREEMENT This First Amendment to the Rights Agreement ("Agreement") is made this 14th day of December 1999 by and between BTG, Inc. a Virginia corporation (the "Company"), and First Union...Rights Agreement • December 23rd, 1999 • BTG Inc /Va/ • Services-computer integrated systems design
1 ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement"), dated as of February 12, 1998, among Government Technology Services, Inc., a Delaware corporation ("GTSI"), BTG, Inc., a Virginia corporation, certain subsidiaries of BTG, Inc. listed on the...Escrow Agreement • May 26th, 1998 • BTG Inc /Va/ • Services-computer integrated systems design • Virginia
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2001 • BTG Inc /Va/ • Services-computer integrated systems design
STANDSTILL AGREEMENTStandstill Agreement • February 23rd, 1998 • BTG Inc /Va/ • Services-computer integrated systems design • Virginia
2 - 3 D. Subsection (d) of Section 10.1 of the Purchase Agreement is hereby further amended by adding the following proviso at the end thereof:Note and Warrant Purchase Agreement • November 25th, 1996 • BTG Inc /Va/ • Services-computer integrated systems design • New York
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective for all purposes and in all respects as of the 1st day of April, 2000, by and between (a) BTG, INC., a Virginia corporation, (hereinafter referred to as...Employment Agreement • August 14th, 2000 • BTG Inc /Va/ • Services-computer integrated systems design
1 EXHIBIT 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 24th, 1997 • BTG Inc /Va/ • Services-computer integrated systems design
DATED AS OFAsset Purchase Agreement • February 23rd, 1998 • BTG Inc /Va/ • Services-computer integrated systems design • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective for all purposes and in all respects as of the 1st day of April, 2000, by and between (a) BTG, INC., a Virginia corporation, (hereinafter referred to as...Employment Agreement • August 14th, 2000 • BTG Inc /Va/ • Services-computer integrated systems design
EXHIBIT 1 STOCK TRANSFER AGREEMENT This Stock Transfer Agreement dated as of February 10, 1999 among Government Technology Services, Inc., a Delaware corporation ("GTSI") and BTG, Inc., a Virginia corporation ("BTG"). Capitalized terms used but not...Stock Transfer Agreement • March 9th, 1999 • BTG Inc /Va/ • Services-computer integrated systems design • Delaware
1 2 NationsBank, N.A., as Agent ("NationsBank") and DFS under and pursuant to the terms of that certain Subordination Agreement between DFS and NationsBank dated as of the date hereof (the "NationsBank Subordination Agreement"), NationsBank shall have...Agreement for Wholesale Financing • November 25th, 1996 • BTG Inc /Va/ • Services-computer integrated systems design • Virginia
AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT by and among BTG, INC. BTG TECHNOLOGY SYSTEMS, INC. DELTA RESEARCH CORPORATION CONCEPT AUTOMATION, INC. OF AMERICA and NATIONS, INC., as Borrowers,Business Loan and Security Agreement • November 24th, 1997 • BTG Inc /Va/ • Services-computer integrated systems design • Virginia
1 EXHIBIT 2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 27th, 1997 • BTG Inc /Va/ • Services-computer integrated systems design • Virginia
THE TITAN CORPORATION, AS ISSUER, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, AND LOCKHEED MARTIN CORPORATIONIndenture • November 20th, 2003 • BTG Inc /Va/ • Services-computer integrated systems design • New York
FIRST SUPPLEMENTAL INDENTURE dated as of , 2004, by and among THE TITAN CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter “the Company”), the Subsidiary Guarantors named on the signature pages hereof (collectively, the “Guarantors”), LMC LLC One, LLC (“LMC LLC One”), Lockheed Martin Corporation (“Lockheed Martin”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
a) The definition of the term "Prepayment Premium" contained in Section 1.1 of the Purchase Agreement is hereby amended to read, in full, as follows:Note and Warrant Purchase Agreement • November 14th, 1997 • BTG Inc /Va/ • Services-computer integrated systems design • New York
1 FIRST MODIFICATION TO AMENDED AND RESTATED STOCK SECURITY AGREEMENT THIS FIRST MODIFICATION TO AMENDED AND RESTATED STOCK SECURITY AGREEMENT (this "Modification") is made as of the 12th day of February, 1998, by and between (i) NATIONSBANK, N.A., a...Stock Security Agreement • May 26th, 1998 • BTG Inc /Va/ • Services-computer integrated systems design • Virginia
1 EXHIBIT 1 VOTING AND OPTION AGREEMENT THIS VOTING AND OPTION AGREEMENT (this "Agreement") is entered into as of August 29, 1997, by and among BTG, INC., a Virginia corporation ("Acquiror"), MICROS-TO-MAINFRAMES, INC., a New York corporation (the...Voting and Option Agreement • November 7th, 1997 • BTG Inc /Va/ • Services-computer integrated systems design • New York
