Exhibit 10(s)
FIRST AMENDMENT TO
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
EMPLOYEE STOCK PURCHASE LOAN AGREEMENT
This First Amendment to Employee Stock Purchase Loan Agreement (the
"First Amendment") dated as of July 22, 1993, is between BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank") and SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION (the "Company") and amends the Employee Stock Purchase
Loan Agreement dated as of November 10, 1992 between the Bank and the Company
(the "Agreement").
PRELIMINARY STATEMENT
The Bank and the Company desire to 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 hereto agree as follows:
1. TERMS. All capitalized terms used herein shall have the same
meanings as in the Agreement unless otherwise defined herein.
2. AMENDMENTS. The parties hereto agree that Section 1(a) is hereby
amended by deleting "June 30, 1993" and inserting "June 30, 1994" in lieu
thereof.
3. REPRESENTATIONS AND WARRANTIES. The Company representations and
warrants to the Bank:
3.1 AUTHORIZATION; ENFORCEABLE AGREEMENT. This First Amendment, and
any instrument or agreement required hereunder, are within the Company's powers,
have been duly authorized, and do not conflict with any of its organizational
papers. This First Amendment is a legal, valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms, and any
instrument or agreement required hereunder, when executed and delivered, will be
similarly legal, valid, binding and enforceable. This First Amendment does not
conflict with any law, agreement, or obligation by which the Company is bound.
3.2 DEFAULT. No Default or Event of Default under the Agreement has
occurred and is continuing.
4. ENFORCING THIS AGREEMENT; MISCELLANEOUS
4.1 CALIFORNIA LAW. This First Amendment is governed by laws of the
State of California law.
4.2 SUCCESSORS AND ASSIGNS. This First Amendment is binding on the
Company's and the Bank's successors and assignees. The Company agrees that it
may not assign this First Amendment without the Bank's prior consent.
4.3 NOTICES. All notices required under this First Amendment shall
be personally delivered or sent by first class mail, postage prepaid, to the
addresses on the signature page of this First Amendment, or to such other
addresses as the Bank and the Company may specify from time to time in writing.
5. MISCELLANEOUS.
5.1 EFFECTIVENESS OF THE AGREEMENT. Except as hereby amended, the
Agreement shall remain in full force and effect.
5.2 COUNTERPARTS. This First Amendment may be executed in as many
counterparts as necessary or convenient, and by the different parties on
separate counterparts each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
agreement.
This First Amendment is executed as of the date stated at the top of
the first page.
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By S/ W. A. Roper, Jr.
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Title Senior Vice President and CFO
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By Ward Reed
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Title Corporate Vice President and Treasurer
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Notices:
Science Applications International Corporation
10260 Campus Point Drive
San Diego, California 92121
With a copy to:
Science Applications International Corporation
Legal Department
10260 Campus Point Drive
San Diego, California 92121
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By S/ Lori Kannegieter
----------------------------------------------------
Lori Kannegieter
Vice President
Notices:
555 S. Flower St., Credit Products #5618
Los Angeles, California 90071
Attention:Lori Kannegieter
Vice President