Exhibit 99.12
ANALEX CORPORATION
0000 Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
July 16, 0000
Xxxx xx Xxxxxxx, N.A.
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
XxXxxx, XX 00000
ATTN: Commercial Banking
Dear Sir or Madam:
Analex Corporation and Bank of America, N.A. have entered into that certain
Credit Agreement dated as of November 2, 2001 as modified by that certain First
Amendment to Credit Agreement dated as of August 1, 2002, Second Amendment to
Credit Agreement dated as of December 20, 2002, and Third Amendment to the
Credit Agreement dated April 30, 2003 (collectively, the "Credit Agreement"). As
you have been informed, Analex is in the process of entering into certain
transactions with Pequot Private Equity Fund III, LP and/or its affiliates
("Pequot") for the sale of convertible debt and the issuance of Series A
Preferred Stock. The basic terms of such transaction are set forth in a Summary
of Terms dated June 19, 2003 that has been provided to you; we will be pleased
to provide you with another copy. Some of the proceeds of this transaction with
Pequot will be used to purchase certain securities of Analex from Xxxx X. Xxxxx
and certain of his family members and affiliates and enter into certain other
agreements with Xx. Xxxxx. These transactions are described in a letter
agreement dated June 19, 2003, a copy of which has been provided to you, which
we would be pleased to provide again. These transactions are collectively
referred to as the "Financing Transaction."
Please note that the documents referred to above are confidential,
non-public information and we request that you maintain the confidentiality of
these documents and not disclose them to any third parties.
As discussed, Analex requests that Bank of America consent to the Financing
Transaction and agree to waive any covenants or events of default which might be
breached or triggered as a result of the Financing Transaction under the Credit
Agreement and under any documents between Analex and
Bank of America
July 16, 2003
Page 2
Bank of America entered into in connection with the Credit Agreement. Further,
Analex specifically requests that Bank of America's consent and waiver include,
without limitation, Section 6.4, Section 6.5, and Section 6.6 of the Credit
Agreement.
We understand that Bank of America and Pequot will be entering into an
intercreditor and subordination agreement and that Bank of America and Analex
will be entering into a Fourth Amendment to the Credit Agreement and we
understand that your consent and waiver will be subject to the execution and
delivery of an intercreditor and subordination agreement in the form agreed to
between Bank of America and Pequot and a Fourth Amendment to the Credit
Agreement in the form attached to the intercreditor and subordination agreement
effective as of the closing date of the Financing Transaction.
The waiver and consent set forth in this letter shall not be construed as a
waiver of any default or any obligation of Analex and its subsidiaries under, or
any provision of, the Credit Agreement, except as expressly set forth in this
letter.
If Analex's request for consent and waiver by Bank of America is acceptable
to you, please indicate your agreement by executing a copy of this letter in the
space provided below and returning it to me. We appreciate your prompt attention
to this matter.
Sincerely,
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Chief Financial Officer
Accepted and agreed to:
Bank of America, N.A.
By: /s/ Xxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
