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Exhibit 10.5b
Manufacturers and Traders Trust Company
Xxx Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000-0000
(000) 000-0000 Fax: (000) 000-0000
Western New York Commercial Banking Department
SECOND AMENDMENT AGREEMENT
This Agreement is executed the 9th day of May, 1997 as of March 14,
1997 between Manufacturers and Traders Trust Company, a New York banking
corporation having its chief executive office at One M&T Plaza, Buffalo, New
York 14240, (the "Bank"), and Comptek Federal Systems, Inc., a New York business
corporation having its chief executive office at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxx
Xxxx 00000, (the "Borrower").
WHEREAS, the Bank and the Borrower previously entered into a Corporate
Revolving and Term Loan Agreement dated March 7, 1996, (as heretofore amended
the "Loan Agreement"); and
WHEREAS, the Bank and the Borrower now desire to amend certain
provisions of the Loan Agreement;
NOW, THEREFORE, effective as of the date of this Amendment Agreement,
the Bank and the Borrower agree that:
1. Section 1c of the Loan Agreement is amended to read as follows:
c. APPLICABLE MARGIN. "Applicable Margin" means for any day (i) if the
total of (A) the aggregate outstanding principal amounts of all
Revolving Loans at the end of such day and (B) the outstanding
principal amount of Term Loan I at the end of such
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day does not exceed $10,000,000, (I) 0% for purposes of clause (i) (A)
of the first sentence of Section 2e of this Agreement and (II) 2% for
purposes of clause (i) (B) (I) (1) of such sentence or (ii) if such
total exceeds $10,000,000, (I) 1/2% for purposes of such clause (i) (A)
and (II) 3 1/2% for purposes of such clause (i) (B) (I) (1).
2. The Loan Agreement is changed by this Amendment Agreement only to
the extent that it is specifically amended by this Amendment Agreement, and, as
so amended, the Loan Agreement shall remain in full force and effect. Effective
as of the date of this Amendment Agreement, references in the Loan Agreement to
"this Agreement" shall be deemed to be references to the Loan Agreement as
amended by this Amendment Agreement.
IN WITNESS WHEREOF, the Bank and the Borrower have caused this
Amendment Agreement to be duly executed on the date shown at the beginning of
this Amendment Agreement.
MANUFACTURERS AND TRADERS TRUST COMPANY
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Vice President
COMPTEK FEDERAL SYSTEMS, INC
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President and CEO
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XXXXXXXXXXXXXXX
XXXXX XX XXX XXXX )
: SS.
COUNTY OF ERIE )
On the 9th day of May in the year 1997, before me personally came Xxxx
X. Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he
resides at 000 Xxxxxx Xxxxx Xxxxxxx, XX 00000; that he is a Vice President of
Manufacturers and Traders Trust Company, the corporation described in and which
executed the above instrument; and that he signed his name thereto by order of
the board of directors of said corporation.
/s/ Xxxxxxxxxxx X. Head
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Notary Public
XXXXXXXXXXX X. HEAD
Notary Public, State of New York
Qualified In Erie County
My Commission Expires June 7, 0000
0
-0-
XXXXX XX XXX XXXX )
: SS.
COUNTY OF ERIE )
On the 9th day of May in the year 1997, before me personally came Xxxx
X. Xxxxxx, to me known, who, being by me duly sworn, did depose and say that he
resides at 0000 Xxxxx Xxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000; that he is the
President and CEO of Comptek Federal Systems, Inc., the corporation described in
and which executed the above instrument; and that he signed his name thereto by
order of the board of directors of said corporation.
/s/ Xxxxxxxxxxx X. Head
--------------------------------
Notary Public
XXXXXXXXXXX X. HEAD
Notary Public, State of New York
Qualified In Erie County
My Commission Expires June 7, 1998
