EXHIBIT 10(p)
July 30, 1993
Science Applications
International Corporation
10260 Campus Point Drive
San Diego, California 92121
Attention: Mr. Ward Reed
Corporate Vice President
and Treasurer
Re: Credit Agreement
Ladies and Gentlemen:
Please refer to the Credit Agreement dated as of May 26,
1992, as amended as of June 18, 1992 (as so amended, the "CREDIT
AGREEMENT"), between Science Applications International
Corporation (the "BORROWER") and Continental Bank N.A. (the
"BANK"). You have requested that the Bank extend the termination
date under the Credit Agreement and make several other amendments
to the Credit Agreement. All defined terms used herein and not
otherwise defined shall have the meanings assigned to them in the
Credit Agreement.
We have agreed that the Credit Agreement shall be amended as
follows:
(a) The figures "$150,000,000" and "119,148,000"
appearing in the third line of Section 10.8 of the Credit
Agreement shall be deleted and replaced with the figures
"$175,000,000" and "132,294,000," respectively.
(b) The figure "1.4" appearing in the fourth line of
Section 10.9 of the Credit Agreement shall be deleted and
replaced with the figure "1.5".
(c) The last sentence of Section 10.10 of the Credit
Agreement shall be amended to read as follows:
Science Applications
International Corporation
July 30, 1993
Page 2
"For purposes of this Section 10.10, "Reference
Amount" shall mean (i) for Fiscal Year 1989 of the
Company, $60,000,000 and (ii) for Fiscal Years 1990
through 1993 of the Company, $60,000,000 PLUS 50% of
consolidated net income (if any) of the Company and its
Restricted Subsidiaries for Fiscal Year 1989 and each
Fiscal Year ended thereafter MINUS 100% of consolidated
net loss (if any) of the Company and its Restricted
Subsidiaries for Fiscal Year 1989 and each Fiscal Year
ended thereafter and (iii) for Fiscal Years 1994 and
each succeeding Fiscal Year of the Company, $75,000,000
PLUS 50% of consolidated net income (if any) of the
Company and its Restricted Subsidiaries for Fiscal Year
1989 and each Fiscal Year ended thereafter MINUS 100%
of consolidated net loss (if any) of the Company and
its Restricted Subsidiaries for Fiscal Year 1989 and
each Fiscal Year ended thereafter".
(d) The definition of the term "Termination Date"
contained in Section 15.1 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
"TERMINATION DATE" shall mean June 30, 1996,
or the anniversary of such date to which the
Termination Date shall be extended pursuant to
Section 15.14.
To induce the Bank to execute this amendment, the Borrower
hereby represents that (i) as of the date hereof and after giving
effect to the extension set forth herein, there exists no Default
and (ii) no action, suit or proceeding is pending or, to the
knowledge of the Borrower, threatened against the Borrower which,
if adversely determined, might in management's reasonable
judgment have a material adverse effect on the operations,
business, property, assets, or condition of the Borrower and its
Restricted Subsidiaries taken as a whole. The Borrower
reaffirms, as of the date hereof, its representations and
warranties contained in Section 13 of the Credit Agreement
(except to the extent such representations and warranties relate
solely to an earlier date).
Science Applications
International Corporation
July 30, 1993
Page 3
The effectiveness of this amendment is expressly conditioned
upon your delivery to the Bank of the following documents, each
of which shall be in form and substance reasonably satisfactory
to the Bank:
(a) the necessary resolutions of the Borrower's Board
of Directors and/or the Operating Committee of the
Borrower's Board of Directors authorizing and approving this
amendment;
(b) signed copies of a certificate of the Secretary or
an assistant secretary or other appropriate officer of the
Borrower certifying the names and true signatures of the
officers of the Borrower authorized to sign this amendment;
(c) favorable opinions of counsel to the Borrower
confirming the following:
(1) the valid existence, good standing and due
qualification of the Borrower;
(2) the due authorization, execution and delivery
by the Borrower of this amendment; and
(3) that the amendment constitutes a legal, valid
and binding agreement of the Borrower.
The effectiveness of this amendment is further conditioned
upon the agreement of each of Bank of America and Citibank, N.A.
to extend the termination date under their respective credit
facilities with the Borrower to a date no earlier than June 30,
1996.
Science Applications
International Corporation
July 30, 1993
Page 4
If the foregoing correctly sets forth your understanding
kindly sign and return the enclosed signed copy of this letter.
Very truly yours,
CONTINENTAL BANK N.A.
By: /S/ Elizabeth M. Nolan
--------------------------
Title: Vice President
-----------------------
Confirmed and agreed to:
Science Applications
International Corporation
By: /S/ W. A. Roper
---------------------------------
Title: Senior Vice President and
------------------------------
Chief Financial Officer
------------------------------
By: /S/ Ward Reed
---------------------------------
Title: Corporate Vice President
------------------------------
and Treasurer
------------------------------
[CONTINENTAL BANK LOGO]
November 3, 1993
Science Applications
International Corporation
10260 Campus Point Drive
San Diego, California 92121
Attention: Mr. Ward Reed
Corporate Vice President
and Treasurer
Re: Letter amendment dated July 30, 1993
Ladies and Gentlemen:
Please refer to the letter amendment dated July 30, 1993
between Science Applications International Corporation and
Continental Bank N.A. (the "AMENDMENT"). You have called to our
attention that the Amendment contains a typographical error. The
figure "$75,000,000" appearing in the 11th line of the first
paragraph on page two of the Amendment should be "$45,000,000".
This letter will confirm our agreement that the correct figure is
"$45,000,000". If this letter correctly sets forth your
understanding, kindly sign and return the enclosed signed copy of
this letter.
Very truly yours,
CONTINENTAL BANK N.A.
By: /S/ Joseph E. Tyler
--------------------------
Title: Vice President
-----------------------
Confirmed and agreed to:
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /S/ Ward Reed
---------------------------------
Title: Corporate Vice President
------------------------------
and Treasurer
------------------------------
By: /S/ W. A. Roper
---------------------------------
Title: Senior Vice President and
------------------------------
Chief Financial Officer
------------------------------