LETTER AMENDMENT

EX-10.1 3 dex101.htm AMENDED LETTER TO THE FIVE YEAR CREDIT AGREEMENT Amended letter to the Five Year Credit Agreement

Exhibit 10.1

EXECUTION COPY

LETTER AMENDMENT

Dated as of August 23, 2006

 

To the banks, financial institutions and other institutional lenders (collectively, the “Lenders”) parties to the Credit Agreement referred to below and to Citicorp USA, Inc., as administrative agent (the “Administrative Agent”) for the Lenders

 

Ladies and Gentlemen:

We refer to the Five Year Credit Agreement dated as of June 6, 2006 (the “Credit Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.

It is hereby agreed by you and us that the Credit Agreement is, effective as of the date of this Letter Agreement, hereby amended as follows:

(a) The definition of “Responsible Officer “ in Section 1.01 of the Credit Agreement is amended in full to read as follows:

Responsible Officer” means the chief executive officer, the president, the chief operating officer, the chief financial officer, the chief legal officer, the treasurer, the controller or an assistant treasurer of each of the Credit Parties and, for purposes of the definitions of “Competitive Bid Request” and “Request for Extensions of Credit”, such other officer as the Company may specify to the Administrative Agent in a written notice from time to time. Any document or certificate hereunder that is signed or executed by a Responsible Officer shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the relevant Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

(b) Schedule 7.02 is hereby amended by deleting therefrom the figure “$500,000,000” and substituting therefor the figure “$1,500,000,000”.

(c) Schedule 10.02 is hereby amended in full to read as set forth as Annex A to this Letter Amendment.

The Company hereby certifies that, as of the date of this Letter Amendment, the representations and warranties contained in Article V of the Credit Agreement are correct in all material respects on and as of such date, with the same effect as if made on and as of such date, except where such representations and warranties expressly relate to an earlier date, and no event has occurred and is continuing that constitutes a Default or an Event of Default.

This Letter Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Requisite Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Letter Amendment. This Letter Amendment is subject to the provisions of Section 10.01 of the Credit Agreement.

On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment.


The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022.

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

 

 

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION,

a Delaware corporation

By:   /S/    STEVEN P. FISHER        
  Title: Senior Vice President and Treasurer

Agreed as of the date first above written:

 

CITICORP USA, INC.,

as Administrative Agent and as a Lender

 

By:   /S/    HANS LIN        
  Title: Vice President

 

WACHOVIA BANK NATIONAL ASSOCIATION

By:   /S/    THOMAS LIU        
  Title: Vice President

 

BANK OF AMERICA, N.A.

By:   /S/    KENNETH J. BECK        
  Title: Senior Vice President

 

MORGAN STANLEY BANK
By:   /S/    DANIEL TWENGE        
  Title: Authorized Signatory Morgan Stanley Bank

 

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U.S. BANK NATIONAL ASSOCIATION
By:   /S/    CONNAN SCHLEICHER        
  Title: Vice President

 

THE BANK OF NEW YORK
By:   /S/    ELIZABETH T. YING        
  Title: Managing Director

 

KEYBANK NATIONAL ASSOCIATION
By:   /S/    THOMAS A. CRANDELL        
  Title: Senior Vice President

 

MELLON BANK, N.A.
By:   /S/    DAVID B. WIRL        
  Title: Vice President

 

ROYAL BANK OF SCOTLAND PLC
By:   /S/     L. PETER YETMAN        
  Title: Senior Vice President

 

SOCIETE GENERALE

By:   /S/    MILISSA GROEDEN        
  Title: Vice President

 

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ANNEX A

SCHEDULE 10.02

LENDING OFFICES AND NOTICE ADDRESSES

 

Administrative Agent

         

Citibank, N.A.

  

Two Penns Way

New Castle, DE19720

Attn: Bank Loan Syndications

Account No. 36852248

  

Name of Initial Lender

  

Domestic Lending Office

  

Eurodollar Lending Office

Bank of America, N.A.

  

2001 Clayton Road

Building B

Concord, CA 94520

Attn: Pamela Greer-Tillman

T: 925 ###-###-####

F: 888 ###-###-####

  

2001 Clayton Road

Building B

Concord, CA 94520

Attn: Pamela Greer-Tillman

T: 925 ###-###-####

F: 888 ###-###-####

The Bank of New York

  

One Wall Street

22nd Floor

New York, NY 10005

Attn: Dawn Hertling

T: 212 ###-###-####

F: 212 ###-###-####

  

One Wall Street

22nd Floor

New York, NY 10005

Attn: Dawn Hertling

T: 212 ###-###-####

F: 212 ###-###-####

Citibank, N.A.

  

Two Penns Way

New Castle, DE 19720

  

Two Penns Way

New Castle, DE 19720

Keybank National Association

  

127 Public Square

8th Floor

Cleveland, OH 44114

Attn: Lisa Wright

T: 216 ###-###-####

F: 216 ###-###-####

  

127 Public Square

8th Floor

Cleveland, OH 44114

Attn: Lisa Wright

T: 216 ###-###-####

F: 216 ###-###-####

Mellon Bank, N.A.

  

One Mellon Bank Center

Room 4535

500 Grant Street

Pittsburgh, PA 15258

Attn: Charlotte Adams

T: 412 ###-###-####

F: 412 ###-###-####

  

One Mellon Bank Center

Room 4535

500 Grant Street

Pittsburgh, PA 15258

Attn: Charlotte Adams

T: 412 ###-###-####

F: 412 ###-###-####

Morgan Stanley Bank

  

2500 Lake Park Blvd.

Suite 300 C

West Valley City, UT 84120

Attn: Larry Benison

T: 718 ###-###-####

F: 718 ###-###-####

  

2500 Lake Park Blvd.

Suite 300 C

West Valley City, UT 84120

Attn: Larry Benison

T: 718 ###-###-####

F: 718 ###-###-####


Name of Initial Lender

  

Domestic Lending Office

  

Eurodollar Lending Office

The Royal Bank of Scotland plc

  

101 Park Avenue

New York, NY 10178

Attn: Li Yao Li

T: 212 ###-###-####

F: 212 ###-###-####

  

101 Park Avenue

New York, NY 10178

Attn: Li Yao Li

T: 212 ###-###-####

F: 212 ###-###-####

Societe Generale

  

1221 Avenue of the Americas

New York, NY 10020

Attn: Arlene Tellerman

T: 212 ###-###-####

F: 212 ###-###-####

  

1221 Avenue of the Americas

New York, NY 10020

Attn: Arlene Tellerman

T: 212 ###-###-####

F: 212 ###-###-####

U.S. Bank National Association

  

555 S.W. Oak Street

Mail Code: PD-OR-P7LN

Portland, OR 97204

Attn: Lennie Regalado

T: 503 ###-###-####

F: 503 ###-###-####

  

555 S.W. Oak Street

Mail Code: PD-OR-P7LN

Portland, OR 97204

Attn: Lennie Regalado

T: 503 ###-###-####

F: 503 ###-###-####

Wachovia Bank, National Association

  

    
201 S. College Street

Charlotte, NC 28288

NC 1183

Attn: Jason Schooley

T: 704 ###-###-####

F: 704 ###-###-####

  

201 S. College Street

Charlotte, NC 28288

NC 1183

Attn: Jason Schooley

T: 704 ###-###-####

F: 704 ###-###-####

 

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