Section 1.1 (Certain Definitions from Amendment to Amended and Restated Credit Agreement
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment), dated as of April 1, 2005, is made and entered into by and among ANALEX CORPORATION, a Delaware corporation (the Borrower), and the subsidiaries of the Borrower identified on the signature pages hereto (the Subsidiary Guarantors), and BANK OF AMERICA, N.A., a national banking association (the Lender).
Section 1.1 (Certain Definitions. is modified by amending, restating or adding the following definitions in their entirety: Alpha-N shall mean Alpha-N Acquisition Corp., a California corporation, a wholly owned subsidiary of the Borrower. Applicable Margin for purposes of calculating the interest on each Loan, the Letter of Credit Fee and the Revolving Unused Fee, for any day shall mean the applicable percentage, as set forth on the Pricing Grid, corresponding to the Total Funded Debt to EBITDA ratio in effect as of the most recent Calculation Date. The initial Applicable Margins shall be based on Pricing Level IV until the first Applicable Margin Change Date for the Calculation Date occurring on March 31, 2005. Thereafter, determination of the appropriate Applicable Margins based on the Total Funded Debt to EBITDA ratio shall be made on each Calculation Date upon receipt by the Lender of the Required Financial Information for such Calculation Date. The Total Funded Debt to EBITDA ratio in effect as of a Calculation Date shall establish the Applicable Margins that shall be effective as of the date designated by the Lender as the Applicable Margin Change Date. The Lender shall determine the Applicable Margins as of the Calculation Date occurring on March 31, 2005 and on each Calculation Date thereafter and shall promptly notify the Borrower of the Applicable Margins so determined and of the Applicable Margin Change Date. Such determinations by the Lender of the Applicable Margins shall be conclusive absent demonstrable error. If the Borrower fails to provide the Required Financial Information for a Calculation Date to the Lender, when required pursuant to this Agreement, the Applicable Margins shall be based on Pricing Level IV as set forth in the Pricing Grid until such time as the Required Financial Information is provided whereupon the Pricing Level shall be determined by the then current Total Funded Debt to EBITDA ratio. BBA LIBOR shall have the meaning set forth in the definition of BBA LIBOR Daily Floating Rate. BBA LIBOR Daily Floating Rate on any date shall mean a fluctuating rate of interest per annum equal to the British Bankers Association LIBOR Rate (BBA LIBOR), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as selected by the Lender from time to time) as determined for each Business Day at approximately 11:00 a.m. London time two (2) London Banking Days prior to the date in question, for U.S. Dollar deposits (for delivery on the first day of such interest period) with a one month term, as adjusted from time to time in the Lenders sole discretion for reserve requirements, deposit insurance assessment rates and other regulatory costs. If such rate is not available at such time for any reason, then the rate will be determined by such alternate method as reasonably selected by the Lender. Interest shall be computed for the actual number of days which have elapsed, on the basis of a 360-day year. ComGlobal shall mean ComGlobal Systems, Incorporated, a California corporation. ComGlobal, Inc. shall mean ComGlobal, Inc., a California corporation, a wholly owned subsidiary of ComGlobal. ComGlobal Information shall mean ComGlobal Information Technology, Inc., a Nevada corporation, a wholly owned subsidiary of ComGlobal. London Banking Day shall mean a day on which banks in London are open for business and dealing in offshore dollars. Revolving Credit Facility Committed Amount shall mean Forty Million Dollars ($40,000,000). Revolving Credit Facility Maturity Date shall mean May 31, 2008. Supplemental Closing Date shall mean April 1, 2005.