Exhibit (d)(7)
CONFIDENTIALITY AGREEMENT
First Union Securities, Inc.
(dba) Wachovia Securities
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Ladies and Gentlemen:
You have advised us that you are acting on behalf of Paravant Inc.
(together with its subsidiaries and affiliates collectively, "Paravant" or the
"Company") in its consideration of a possible sale of the Company and you have
agreed to discuss with us a possible transaction (the "Transaction") involving
the Company and/or its stockholders, which may include a possible merger,
acquisition of stock or assets, or other extraordinary transaction involving the
Company. As a condition to such discussions, you have required that we agree to
keep strictly confidential all Information (as defined below) conveyed to us
regarding this matter.
This letter will confirm our agreement with you and Paravant to retain in
strict confidence all information (whether oral or written) conveyed to us by
Paravant, its agents, or you regarding the Company (collectively, the
"Information"), unless such Information is publicly available, we can clearly
establish that such Information was known to us, without any direct or indirect
obligation of confidentiality, prior to your disclosure, or such Information is
or becomes available to us on a nonconfidential basis from a source other than
you, Paravant, or its agents, provided that such other source is not bound by a
confidentiality agreement with you or Paravant. We will use such Information
only in connection with our consideration of whether to enter into the
Transaction and will not otherwise use it in our business or disclose it to
others, except that we shall have the right to communicate the Information to
such of our directors, officers, advisors, employees, and affiliates (if any)
who are required by their duties to have knowledge thereof, provided that each
such person is informed that such Information is strictly confidential and
subject to this agreement and agrees not to disclose or use such Information
except as provided herein. We hereby agree to be responsible for any breach of
this agreement by our officers, directors, advisors, employees, and/or
affiliates or any of our representatives. In the event that we become legally
compelled by deposition, subpoena, or other court or governmental action to
disclose any of the confidential Information covered by this agreement, we shall
provide Paravant with prompt prior written notice to that effect, and we will
cooperate with Paravant if it seeks to obtain a protective order concerning such
confidential Information.
Except during the ordinary course of business, we agree not to initiate
contact, or engage in discussions, with any employee, customer, or supplier of
Paravant without the express prior written consent of you or the Company. Unless
we complete a Transaction with the Company, we agree not to solicit for
employment any officers or management employees of the Company, without the
written consent of the Company, for a period of two years from the date of this
letter.
Until the expiration of two years from the date of this letter, we will
not and will ensure that our officers, directors, advisors, employees, and
affiliates will not, without the prior written
CONFIDENTIALITY AGREEMENT
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approval of the Board of Directors of the Company, (i) acquire or agree to
acquire or make any proposal to acquire directly or indirectly any securities or
property of the Company; (ii) make, or in any way participate, directly or
indirectly, in any "solicitation" of "proxies" (as such terms are used in the
proxy rules of the Securities and Exchange Commission) to vote, or seek to
advise or influence any person with respect to the voting of, any voting
securities of the Company; (iii) form, join or in any way participate in a
"group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934) with respect to any voting securities of the Company; or (iv) otherwise
act alone or in concert with others, directly or indirectly, to seek to control,
advise, change, or influence the management, Board of Directors, or policies of
the Company.
We acknowledge that neither Paravant nor any of its directors, officers,
employees, stockholders, or agents make any representation as to the accuracy or
completeness of the Information and that neither Paravant nor any of its
directors, officers, employees, stockholders, or agents shall have any liability
to us as a result of our use of such Information.
We also agree that without prior written consent of Paravant, we and our
officers, directors, advisors, employees, and affiliates will not disclose to
any other person that we have received such Information, that we are in
discussions or negotiations with you and Paravant in connection with the
Transaction, or that the Board of Directors of Paravant is contemplating the
Transaction.
We acknowledge and will advise all of our directors, officers, employees,
affiliates, and other representatives who are informed of the matters which are
the subject of this letter that U.S. securities law prohibit any person who has
material, nonpublic information concerning an issuer of publicly held securities
from purchasing or selling such securities.
We acknowledge that Paravant reserves the right to reject any or all
offers relating to the Transaction. We further acknowledge that Paravant
reserves the right to discontinue discussions at any time and to conduct the
process relating to the Transaction as in its sole discretion it shall determine
(including, without limitation, negotiating with any prospective purchasers, and
entering into a definitive agreement without prior notice to us or any other
person or to change any procedures relating to such sale without notice to us or
any other person). We shall have no claim against Paravant or any of its
directors, officers, representatives, affiliates, or agents arising out of or
relating to any Transaction other than as against them as named parties to a
definitive agreement and only in accordance with the express terms and
conditions thereof.
We agree to take all reasonable precautions to prevent loss or theft of
any Information while in our possession. Upon the Company's request, we agree to
return to you all written Information provided to us relating to Paravant We
also agree to destroy any memoranda, notes, emails, or other writings or
electronic files prepared by us or our representatives based on such
Information, together with all copies of such Information in our possession or
under our control to which we have access. We agree that neither Paravant nor
First Union Securities, Inc. shall be obligated to pay any fees on our behalf to
any brokers, finders, or other parties claiming to represent us in this
Transaction. Without limiting the generality of the nondisclosure agreements
CONFIDENTIALITY AGREEMENT
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contained herein above, it is further understood that we are strictly prohibited
by this letter from acting as a broker or an agent using any of the Information
provided to us.
We agree that Paravant or First Union Securities, Inc. shall be entitled
to specific performance or other equitable relief, including injunction, in the
event of any breach or threatened breach of the provisions of this letter,
without prejudice to the related legal or equitable rights of DRS Technologies,
Inc. Such remedy shall not be deemed to be the exclusive remedy for a breach of
this letter but shall be in addition to all other remedies at law or equity. The
parties hereto acknowledge that any action or proceeding arising out of or
relating to this letter agreement shall be determined by the United States
District Court for the Middle District of Florida and this agreement shall be
interpreted and construed in its entirety in accordance with the laws of the
State of Florida.
Name: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Title: Exec. Vice President, General Counsel
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Company: DRS Technologies, Inc.
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Date: 4/24/02
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