EXHIBIT 10(i)
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Sixth Amendment") is
made and dated as of July 22, 1993 by and between SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION, a Delaware corporation (the "Company") and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank").
RECITALS
A. The Bank or its predecessor in interest and the Company entered
into a Credit Agreement dated as of October 31, 1988, as amended by a First
Amendment to Credit Agreement dated as of June 15, 1989, a Second Amendment to
Credit Agreement dated as of June 14, 1990, a Third Amendment to Credit
Agreement dated as of June 14, 1991, a Fourth Amendment to Credit Agreement
dated as of June 26, 1992 and a Fifth Amendment to Credit Agreement dated as of
August 10, 1992 (as so amended, the "Agreement").
B. The parties now desire to further amend the Agreement on the
following terms and conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. TERMS. All terms used herein shall have the same meanings as in
the Agreement unless otherwise defined herein. All references to the Agreement
shall mean the Agreement as hereby amended.
2. AMENDMENTS. The Bank and the Company hereby agree to amend the
Agreement as follows:
2.1 Section 15.1 of the Agreement is amended by deleting in its
entirety the definition for "Termination Date" and inserting the following in
lieu thereof:
"'TERMINATION DATE' shall mean July 1, 1996 or such later date of this
Agreement to which the Termination Date shall be extended pursuant to
Section 15.14."
3. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Bank:
- 1 -
3.1 AUTHORIZATION. The execution, delivery and performance of this
Sixth Amendment have been duly authorized by all necessary corporate action by
the Company and has been duly executed and delivered by the Company.
3.2 BINDING OBLIGATION. This Sixth Amendment is the legally valid
and binding obligation of the Company, enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors
rights generally or by equitable principals relating to enforceability.
3.3 NO LEGAL OBSTACLE TO AGREEMENT. Neither the execution of this
Sixth Amendment, the making by the Company of any borrowings under the
Agreement, nor the performance of the Agreement has constituted or resulted in
or will constitute or result in a breach of the provisions of any contract to
which the Company is a party, or the violation of any law, judgment, decree or
governmental order, rule or regulation applicable to the Company, or result in
the creation under any agreement or instrument of any security interest, lien,
charge, or encumbrance upon any of the assets of the Company. No approval or
authorization of any governmental authority is required to permit the execution,
delivery or performance by the Company of this Sixth Amendment, the Agreement,
or the transactions contemplated hereby or thereby, or the making of any
borrowing by the Company under the Agreement.
3.4 INCORPORATION OF CERTAIN REPRESENTATIONS. The representations
and warranties set forth in Section 13 of the Agreement are true and correct in
all respects on and as of the date hereof as though made on and as of the date
hereof.
3.5 DEFAULT. No Default or Event of Default under the Agreement has
occurred and is continuing.
4. CONDITIONS, EFFECTIVENESS. The effectiveness of this Sixth
Amendment shall be subject to the compliance by the Company with its agreements
herein contained, and to the delivery of the following to the Bank in form and
substance satisfactory to the Bank:
4.1 CORPORATE RESOLUTION. A copy of a resolution or resolutions
passed by the Board of Directors of the Company, certified by the Secretary or
an Assistant Secretary of the Company as being in full force and effect on the
effective date of this Sixth Amendment, authorizing the amendments to the
Agreement herein provided for and the execution, delivery and performance of
this Sixth Amendment and any note or other instrument or agreement required
hereunder.
- 2 -
4.2 AUTHORIZED SIGNATORIES. A certificate, signed by the Secretary
or an Assistant Secretary of the Company and dated the date of this Sixth
Amendment, as to the incumbency of the person or persons authorized to execute
and deliver this Sixth Amendment and any instrument or agreement required
hereunder on behalf of the Company.
4.3 OTHER EVIDENCE. Such other evidence with respect to the Company
or any other person as the Bank may reasonably request to establish the
consummation of the transactions contemplated hereby, the taking of all
corporate action in connection with this Sixth Amendment and the Agreement and
the compliance with the conditions set forth herein.
5. MISCELLANEOUS.
5.1 EFFECTIVENESS OF THE AGREEMENT. Except as hereby amended, the
Agreement shall remain in full force and effect.
5.2 WAIVERS. This Sixth Amendment is specific in time and in intent
and does not constitute, nor should it be construed as, a waiver of any other
right, power or privilege under the Agreement, or under any agreement, contract,
indenture, document or instrument mentioned in the Agreement; nor does it
preclude any exercise thereof or the exercise of any other right, power or
privilege, nor shall any future waiver of any right, power, privilege or default
hereunder, or under any agreement, contract, indenture, document or instrument
mentioned in the Agreement, constitute a waiver of any other default of the same
or of any other term or provision.
5.3 COUNTERPARTS. This Sixth Amendment may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument. This Sixth Amendment shall not become
effective until the Company and the Bank shall have signed a copy hereof,
whether the same or counterparts, and the same shall have been delivered to the
Bank.
5.4 JURISDICTION. This Sixth Amendment, and any instrument or
agreement required hereunder, shall be governed by and construed under the laws
of the State of California.
- 3 -
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment
to be duly executed and delivered as of the date first written above.
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: S/W. A. Roper
-----------------------------
Title: Sr. V.P. & CFO
--------------------------
By: S/Ward Reed
-----------------------------
Title: Corp. V.P. & Treasurer
--------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: S/L. Kannegieter
------------------------------
Lori Kannegieter
Vice President
- 4 -