Maryland
(State or other jurisdiction of incorporation)
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001-34891
(Commission File Number)
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27-1594952
(IRS Employer Identification No.)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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10.1
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Amendment No. 1, dated as of December 21, 2017, to Credit Agreement, dated as of April 4, 2017, among The KeyW Corporation, as the Borrower, The KeyW Holding Corporation, the several lender parties thereto, and Royal Bank of Canada, as Administrative Agent.
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THE KEYW HOLDING CORPORATION
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(Registrant)
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/s/ Michael J. Alber
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DATE: December 27, 2017
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Michael J. Alber
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Executive Vice President & Chief Financial Officer
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Borrower:
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THE KEYW CORPORATION,
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By:
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/s/ Michael J. Alber
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Name:
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Michael J. Alber
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Title:
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Chief Financial Officer
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Guarantors:
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THE KEYW HOLDING CORPORATION,
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By:
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/s/ Michael J. Alber
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Name:
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Michael J. Alber
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Title:
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Chief Financial Officer
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SOTERA DEFENSE SOLUTIONS, INC.
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By:
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/s/ Michael J. Alber
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Name:
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Michael J. Alber
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Title:
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Chief Financial Officer
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ROYAL BANK OF CANADA,
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as a Lender
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By:
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/s/ Sinan Tarlan
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Name:
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Sinan Tarlan
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Title:
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Authorized Signatory
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BANK OF AMERICA, N.A.
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as a Lender
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By:
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/s/ Mark A. Zirkle
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Name:
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Mark A. Zirkle
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Title:
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Senior Vice President
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SUNTRUST BANK
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as a Lender
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By:
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/s/ Chris Hursey
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Name:
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Chris Hursey
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Title:
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Director
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CAPITAL ONE,
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as a Lender
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By:
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/s/ Peter Nguyen
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Name:
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Peter Nguyen
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Title:
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Vice President
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M&T Bank,
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as a Lender
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By:
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/s/ R. Mark Swaak
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Name:
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R. Mark Swaak
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Title:
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Vice President
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REGIONS BANK,
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as a Lender
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By:
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/s/ Steven Dixon
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Name:
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Steven Dixon
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Title:
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Director
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FIFTH THIRD BANK,
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as a Lender
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By:
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/s/ Michael S. Barnett
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Name:
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Michael S. Barnett
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Title:
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Managing Director
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JPMORGAN CHASE BANK, N.A.
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as a Lender
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By:
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/s/ Anthony Galea
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Name:
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Anthony Galea
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Title:
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Executive Director
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MUFG Union Bank, N.A.,
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as a Lender
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By:
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/s/ Geroge Stoecklein
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Name:
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Geroge Stoecklein
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Title:
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Managing Director
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CITIZENS BANK, N.A.,
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as a Lender
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By:
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/s/ Charles T. Bender
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Name:
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Charles T. Bender
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Title:
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Vice President
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TD Bank, N.A.,
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as a Lender
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By:
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/s/ Brian Haggerty
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Name:
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Brian Haggerty
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Title:
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Vice President
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BARCLAYS BANK PLC,
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as a Lender
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By:
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/s/ Craig Malloy
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Name:
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Craig Malloy
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Title:
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Director
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Acknowledged and Accepted
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ROYAL BANK OF CANADA,
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as Administrative Agent
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By:
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/s/ Ann Hurley
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Name:
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Ann Hurley
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Title:
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Manager, Agency
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