-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WTYWpPoOEPapP9bHxUWMjTSvBdp+l/3pF9oxJ46XdbJrQZwEXWXPRg/U6XIiOvi7 vDIOd6cWhm/nZ3oid6bIGg== 0000912057-01-520109.txt : 20010618 0000912057-01-520109.hdr.sgml : 20010618 ACCESSION NUMBER: 0000912057-01-520109 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTEON CORP CENTRAL INDEX KEY: 0001090709 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 541023915 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 333-84835 FILM NUMBER: 1662041 BUSINESS ADDRESS: STREET 1: 3211 JERMANTOWN RD STREET 2: SUITE 700 CITY: FAIRFAX STATE: VA ZIP: 22030 BUSINESS PHONE: 7032460300 MAIL ADDRESS: STREET 1: 3211 JERMANTOWN RD STREET 2: SUITE 700 CITY: FAIRFAX STATE: VA ZIP: 22030 10-Q/A 1 a2051320z10-qa.txt 10-Q/A Form 10-Q/A for ANTEON INTERNATIONAL CORPORATION filed on June 15, 2001 FORM 10-Q/A AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 -------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-84835 ANTEON INTERNATIONAL CORPORATION --------------------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 54-1023915 ----------------------------- ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3211 Jermantown Road, Fairfax, Virginia 22030-2801 ------------------------------------------------------------------------------ (Address of principal executive office) (Zip Code) (703) 246-0200 ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) Not Applicable - ------------------------------------------------------------------------------- (Former name, former address, and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] As of the close of business on March 31, 2001, there were 14,266,128 outstanding shares of the registrant's common stock, par value $.05 per share. PART II. OTHER INFORMATION REQUIRED IN REPORT ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. EXHIBITS Attached to this Amendment No. 2 to Form 10-Q are certain exhibits which were omitted from our Quarterly Report on Form 10-Q for the first fiscal quarter of 2001, which was filed on May 15, 2001. Please see Exhibit Index. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ANTEON CORPORATION Date: June 15, 2001 ------------------ /s/ Joseph Kampf ----------------------------------------------- Joseph Kampf - President and Chief Executive Officer Date: June 15, 2001 ------------------ /s/ Carlton B. Crenshaw ----------------------------------------------- Carlton B. Crenshaw - Senior Vice President of Finance and Administrative and Chief Financial Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 10.12 Supplement No. 1 dated as of October 14, 1999, to the Subsidiary Guarantee Agreement dated as of June 23, 1999, among each of the subsidiaries listed on Schedule I thereto and Mellon Bank, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement dated as of June 23, 1999) 10.13 Supplement No. 1 dated as of October 14, 1999, to the Indemnity, Subrogation and Contribution Agreement dated as of June 23, 1999, among the Company, each Subsidiary of the Borrower listed on Schedule I thereto, and Mellon Bank, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement dated as of June 23, 1999) 10.14 Supplement No. 1 dated as of October 14, 1999, to the Pledge Agreement dated as of June 23, 1999, among the Company, Azimuth Technologies, Inc. and each subsidiary of the Borrower listed on Schedule I thereto, and Mellon Bank, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement dated as of June 23, 1999) 10.15 Supplement No. 1 dated as of October 14,1999, to the Security Agreement dated as of June 23, 1999, among the Company, each subsidiary of the Borrower listed on Schedule I thereto, and Mellon Bank, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement dated as of June 23, 1999) 10.16 Agreement dated as of October 14, 1999, among Criminal Investigative Technology, Inc., the Borrower and Mellon Bank, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement dated as of June 23, 1999) 10.17 Amendment No. 1 dated as of January 13, 2000 to the Credit Agreement dated as of June 23, 1999, among the Company, Credit Suisse First Boston, Mellon Bank, N.A., Deutsche Bank AG and the lenders named therein 10.18 Amendment No. 2 dated as of March 29, 2000 to the Credit Agreement dated as of June 23, 1999, among the Company, Credit Suisse First Boston, Mellon Bank, N.A., Deutsche Bank AG and the lenders named therein 10.19 Amendment No. 3 dated as of June 30, 2000 to the Credit Agreement dated as of June 23, 1999, among the Company, Credit Suisse First Boston, Mellon Bank, N.A., Deutsche Bank AG and the lenders named therein 10.20 Amendment No. 4 and Waiver dated as of October 19, 2000 to the Credit Agreement dated as of June 23, 1999, among the Company, Credit Suisse First Boston, Mellon Bank, N.A., Deutsche Bank AG and the lenders named therein 10.21 Supplement No. 2 dated as of October 21, 2000, to the Subsidiary Guarantee Agreement dated as of June 23, 1999, among each of the subsidiaries listed on Schedule I thereto and Mellon Bank, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement dated as of June 23, 1999) 10.22 Supplement No. 2 dated as of October 21, 2000, to the Indemnity, Subrogation and Contribution Agreement dated as of June 23, 1999, among the Company, each Subsidiary of the Borrower listed on Schedule I thereto, and Mellon Bank, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement dated as of June 23, 1999) 10.23 Supplement No. 2 dated as of October 21, 2000, to the Pledge Agreement dated as of June 23, 1999, among the Company, Azimuth Technologies, Inc. and each subsidiary of the Borrower listed on Schedule I thereto, and Mellon Bank, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement dated as of June 23, 1999) 10.24 Supplement No. 2 dated as of October 21, 2000, to the Security Agreement dated as of June 23, 1999, among the Company, each subsidiary of the Borrower listed on Schedule I thereto, and Mellon Bank, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement dated as of June 23, 1999) 10.25 Amendment No. 5 and Waiver dated as of December 31, 2000 to the Credit Agreement dated as of June 23, 1999, among the Company, Credit Suisse First Boston, Mellon Bank, N.A., Deutsche Bank AG and the lenders named therein EX-10.12 2 a2051320zex-10_12.txt EXHIBIT 10.12 Exhibit 10.12 SUPPLEMENT NO. 1 dated as of October 14, to the Subsidiary Guarantee Agreement dated as of June 23, 1999, among each of the subsidiaries listed on Schedule I thereto (each such subsidiary individually, a "GUARANTOR" and collectively, the "GUARANTORS") of ANTEON CORPORATION, a Virginia corporation (the "BORROWER"), and MELLON BANK, N.A., a national banking association, as collateral agent (the "COLLATERAL AGENT") for the Secured Parties (as defined in the Credit Agreement referred to below). A. Reference is made to the Credit Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto (the "LENDERS"), Credit Suisse First Boston, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), and as issuing bank, Mellon, as Collateral Agent, swingline lender and syndication agent, and Deutsche Bank AG, New York Branch, as documentation agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee Agreement and the Credit Agreement. C. The Guarantors have entered into the Guarantee Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.12 of the Credit Agreement, each Domestic Subsidiary of the Borrower (other than any Inactive Subsidiary) that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into the Guarantee Agreement as a Guarantor upon becoming a Domestic Subsidiary (or ceasing to be an Inactive Subsidiary). Section 20 of the Guarantee Agreement provides that additional Domestic Subsidiaries of the Borrower may become Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Domestic Subsidiary of the Borrower (the "NEW GUARANTOR") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guarantee Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Collateral Agent and the New Guarantor agree as follows: 2 SECTION 1. In accordance with Section 20 of the Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a "Guarantor" in the Guarantee Agreement shall be deemed to include the New Guarantor. The Guarantee Agreement is hereby incorporated herein by reference. SECTION 2. The New Guarantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be as effective as delivery of a manually executed counterpart of this Supplement. SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement shall remain in full force and effect. SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 14 of the Guarantee Agreement. All 3 communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower. SECTION 8. The New Guarantor agrees to reimburse the Collateral Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Collateral Agent. IN WITNESS WHEREOF, the New Guarantor and the Collateral Agent have duly executed this Supplement to the Guarantee Agreement as of the day and year first above written. ANTEON-CITI LLC, by: /s/ Carlton B. Crenshaw ----------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: 3211 Jermantown Rd. Fairfax, VA 22030 MELLON BANK, N.A., as Collateral Agent, by: /s/ Leslie A. Grizzard ----------------------------------- Name: Leslie A. Grizzard Title: Vice President EX-10.13 3 a2051320zex-10_13.txt EXHIBIT 10.13 Exhibit 10.13 SUPPLEMENT NO. 1 dated as of October 14, 1999, to the Indemnity, Subrogation and Contribution Agreement dated as of June 23, 1999 (as the same may be amended, supplemented or otherwise modified from time to time, the "INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT"), among ANTEON CORPORATION, a Virginia corporation (the "BORROWER") each Subsidiary of the Borrower listed on Schedule I thereto (the GUARANTORS"), and MELLON BANK, N.A., an national banking association, ("MELLON"), as collateral agent (the "COLLATERAL AGENT") for the Secured Parties (as defined in the Credit Agreement referred to below). A. Reference is made to (a) the Credit Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto (the "LENDERS"), Credit Suisse First Boston, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), and as issuing bank, Mellon, as Collateral Agent, swingline lender and syndication agent, and Deutsche Bank A. G., as documentation agent, and (b) the Subsidiary Guarantee Agreement dated as of June 23, 1999, among the Guarantors and the Collateral Agent (the "GUARANTEE AGREEMENT"). B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indemnity, Subrogation and Contribution Agreement and the Credit Agreement. C. The Borrower and the Guarantors have entered into the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.12 of the Credit Agreement, each Domestic Subsidiary of the Borrower (other than any Inactive Subsidiary) that was not in existence or not such a Subsidiary on the date of the Credit Agreement is required to enter into the Guarantee Agreement as a Guarantor upon becoming a Domestic Subsidiary (or ceasing to be an Inactive Subsidiary). Section 12 of the Indemnity, Subrogation and Contribution Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Indemnity, Subrogation and Contribution Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the "NEW GUARANTOR") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make additional Loans and the 2 Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Collateral Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 12 of the Indemnity, Subrogation and Contribution Agreement, the New Guarantor by its signature below becomes a Guarantor under the Indemnity, Subrogation and Contribution Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all the terms and provisions of the Indemnity, Subrogation and Contribution Agreement applicable to it as a Guarantor thereunder. Each reference to a "Guarantor" in the Indemnity, Subrogation and Contribution Agreement shall be deemed to include the New Guarantor. The Indemnity, Subrogation and Contribution Agreement is hereby incorporated herein by reference. SECTION 2. The New Guarantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. SECTION 4. Except as expressly supplemented hereby, the Indemnity, Subrogation and Contribution Agreement shall remain in full force and effect. SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Indemnity, Subrogation and Contribution Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations 3 to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 7 of the Indemnity, Subrogation and Contribution Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature. SECTION 8. The New Guarantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. IN WITNESS WHEREOF, the New Guarantor and the Collateral Agent have duly executed this Supplement to the Indemnity, Subrogation and Contribution Agreement as of the day and year first above written. ANTEON-CITI, LLC, by: /s/ Carlton B. Crenshaw ----------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: 3211 Jermantown Rd. Fairfax, VA 22030 MELLON BANK, N.A., as Collateral Agent, by: /s/ Leslie A. Grizzard ----------------------------------- Name: Leslie A. Grizzard Title: Vice President EX-10.14 4 a2051320zex-10_14.txt EXHIBIT 10.14 Exhibit 10.14 Annex 1 to the Pledge Agreement SUPPLEMENT NO 1, dated as of October 14, 1999, to the PLEDGE AGREEMENT dated as of June 23, 1999, among ANTEON CORPORATION, a Virginia corporation (the "BORROWER"), AZIMUTH TECHNOLOGIES, INC., a Delaware corporation ("AZIMUTH") and each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a "SUBSIDIARY PLEDGOR" and collectively, the "SUBSIDIARY PLEDGORS"; the Borrower, Azimuth and Subsidiary Pledgors are referred to collectively herein as the "PLEDGORS") and MELLON BANK, N.A., a national banking association ("MELLON"), as collateral agent (in such capacity, the "COLLATERAL AGENT") for the Secured Parties (as defined in the Credit Agreement referred to below). A. Reference is made to (a) the Credit Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto (the "LENDERS"), Credit Suisse First Boston, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), and issuing bank, Mellon, as Collateral Agent, swingline lender and syndication agent, and Deutsche Bank A.G., as documentation agent, and (b) the Subsidiary Guarantee Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "GUARANTEE AGREEMENT") among the Subsidiary Pledgors and the Collateral Agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. C. The Pledgors have entered into the Pledge Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.12 of the Credit Agreement, each Domestic Subsidiary of the Borrower (other than any Inactive Subsidiary) that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into the Pledge Agreement as a Subsidiary Pledgor upon becoming a Domestic Subsidiary (or ceasing to be an Inactive Subsidiary) if such Domestic Subsidiary owns or possesses property of a type that would be considered Collateral under the Pledge Agreement. Section 24 of the Pledge Agreement provides that such Domestic Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Domestic Subsidiary (the "NEW PLEDGOR") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Pledgor under the Pledge Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Collateral Agent and the New Pledgor agree as follows: SECTION 1. In accordance with Section 24 of the Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and the New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Pledgor, as security for the payment and performance in full of the Obligations (as defined in the Pledge Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Pledgor's right, title and interest in and to the Collateral (as defined in the Pledge Agreement) of the New Pledgor. Each reference to a "Subsidiary Pledgor" or a "Pledgor" in the Pledge Agreement shall be deemed to include the New Pledgor. The Pledge Agreement is hereby incorporated herein by reference. SECTION 2. The New Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Pledgor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. SECTION 4. The New Pledgor hereby represents and warrants that set forth on Schedule I attached hereto is a true and correct schedule of all its Pledged Securities. SECTION 5. Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect. SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Pledge Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 16 of the Pledge Agreement. All communications and notices hereunder to the New Pledgor shall be given to it in care of the Borrower. SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly executed this Supplement to the Pledge Agreement as of the day and year first above written. ANTEON-CITI LLC, by: /s/ Carlton Crenshaw ----------------------------------- Name: Carlton Crenshaw Title: Vice President Address: 3211 Jermantown Rd. Fairfax, Virginia 22030 MELLON BANK, N.A., as Collateral Agent, by: /s/ J. Michael Troutman ----------------------------------- Name: J. Michael Troutman Title: Vice President Schedule I to Supplement No. to the Pledge Agreement PLEDGED SECURITIES OF THE NEW PLEDGOR EQUITY INTERESTS
Number and Number of Registered Class of Percentage of Issuer Certificate Owner Shares Shares - ------ ----------- ----- ------ ------
DEBT SECURITIES
Principal Issuer Amount Date of Note Maturity Date - ------ ------ ------------ -------------
EX-10.15 5 a2051320zex-10_15.txt EXHIBIT 10.15 Exhibit 10.15 SUPPLEMENT NO 1 dated as of October 14, 1999, to the Security Agreement dated as of June 23, 1999, among ANTEON CORPORATION, a Virginia corporation (the "BORROWER"), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a "SUBSIDIARY GUARANTOR" and collectively, the "SUBSIDIARY GUARANTORS"; the Subsidiary Guarantors and the Borrower are referred to collectively herein as the "GRANTORS") and MELLON BANK, N.A., a national banking association ("MELLON"), as collateral agent (in such capacity, the "COLLATERAL AGENT") for the Secured Parties (as defined herein). A. Reference is made to (a) the Credit Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto (the "LENDERS"), Credit Suisse First Boston, a bank organized under the laws of Switzerland, acting through its New York branch ("CSFB"), as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT") and as issuing bank, Mellon, as Collateral Agent, syndication agent and swingline lender, and Deutsche Bank AG, New York Branch, as documentation agent, and (b) the Subsidiary Guarantee Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "GUARANTEE AGREEMENT"), among the Subsidiary Guarantors and the Collateral Agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or the Credit Agreement, as applicable. C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Section 7.15 of Security Agreement provides that additional Subsidiaries of the Borrower may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "NEW GRANTOR") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Collateral Agent and the New Grantor agree as follows: SECTION 1. In accordance with Section 7.15 of the Security Agreement, the New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Obligations (as defined in the Security Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Grantor's right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Grantor. Each reference to a "Grantor" in the Security Agreement shall be deemed to include the New Grantor. The Security Agreement is hereby incorporated herein by reference. SECTION 2. The New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Grantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. SECTION 4. The New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Grantor and (b) set forth under its signature hereto, is the true and correct location of the chief executive office of the New Grantor. SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Security Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature below. SECTION 9. The New Grantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written. ANTEON-CITI, LLC, by: /s/ Carlton B. Crenshaw ----------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: 3211 Jermantown Rd. Fairfax, VA 22030 MELLON BANK N.A., as Collateral Agent, by: /s/ Leslie A. Grizzard ----------------------------------- Name: Leslie A. Grizzard Title: Vice President SCHEDULE I to Supplement No. 1 to the Security Agreement LOCATION OF COLLATERAL
Description Location - ----------- -------- Office Furniture, Computer Old Corner Store Equipment U. S. Route 2 Jefferson, NH 03583 Office Furniture, Computer 11120 Wurzbach Rd. Equipment Suite 304 San Antonio, TX 78230 Software Source Code Anteon Corporation 2770 East Gunter Park Dr. Montgomery, AL 36109
EX-10.16 6 a2051320zex-10_16.txt EXHIBIT 10.16 Exhibit 10.16 AGREEMENT dated as of October 14, 1999, among CRIMINAL INVESTIGATIVE TECHNOLOGY, INC., a Delaware corporation (the "MINORITY HOLDER"), ANTEON CORPORATION, a Virginia corporation (the "BORROWER") and MELLON BANK, N.A., a national banking association, ("MELLON") as collateral agent (in such capacity, the "COLLATERAL AGENT") for the Secured Parties (as defined in the Credit Agreement referred to below). Reference is made to (a) the Credit Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto (the "LENDERS"), Credit Suisse First Boston, as administrative agent for the Lenders, and as issuing bank, Mellon, as Collateral Agent, swingline lender and syndication agent, and Deutsche Bank AG, New York Branch, as documentation agent, (b) the Subsidiary Guarantee Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "GUARANTEE AGREEMENT"), among the Subsidiaries of the Borrower party thereto (the "GUARANTORS") and the Collateral Agent, and (c) the Security Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "SECURITY AGREEMENT"), among the Borrower, certain of the Guarantors (together with the Borrower, the "GRANTORS") and the Collateral Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lenders have made, and have agreed to make, Loans to the Borrower, and the Issuing Bank has issued, and has agreed to issue, Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. The Guarantors have guaranteed such Loans and the other Obligations (as defined in the Guarantee Agreement) of the Borrower under the Credit Agreement pursuant to the Guarantee Agreement and the Grantors have granted Liens on and security interests in certain of their assets to secure such guarantees pursuant to the Security Agreement and the other Security Documents. The Borrower has agreed to acquire (the "ACQUISITION"), directly or indirectly, not less than 80% of the issued and outstanding Equity Interests of Anteon-CITI LLC, a Delaware limited liability company (the "COMPANY"). Immediately following the Acquisition, the Minority Holder will own Equity Interests (the "MINORITY EQUITY INTERESTS") representing 2% of the issued and outstanding Equity Interests of the Company. Pursuant to the Credit Agreement, the Borrower may not consummate the Acquisition unless, among other things, 2 the Minority Holder executes and delivers to the Collateral Agent an agreement in the form hereof. Accordingly, the Minority Holder agrees, for the benefit of the Collateral Agent, the Secured Parties and the Borrower, as follows: SECTION 1. ACKNOWLEDGMENT. The Minority Holder acknowledges that the Company and some or all of its direct and indirect subsidiaries may become a party to, and be bound to perform under, the Guarantee Agreement as Guarantors, the Security Agreement as Grantors and any other Security Document required to be executed and delivered by the Company and such subsidiaries pursuant to the foregoing or pursuant to the provisions of Section 5.12 of the Credit Agreement. SECTION 2. CONSENT AND AGREEMENT. The Minority Holder consents to the foregoing and agrees that it will not take any action that would have the effect of restraining or interfering with the assertion by the Collateral Agent or any other Secured Party of any claims, or the exercise by the Collateral Agent or any other Secured Party of any rights that any of them may at any time have, against the Company, any of its direct or indirect subsidiaries or any of their respective assets, pursuant to or in connection with the Guarantee Agreement, any Security Document or any other Loan Document. SECTION 3. TRANSFER, ETC. The Minority Holder further agrees that it will not sell, transfer, pledge or encumber the Minority Equity Interest owned by it except (a) as permitted by the Company's limited liability company agreement and (b) to a person that shall have delivered to the Collateral Agent an agreement substantially in the form hereof with respect to such Minority Equity Interest. SECTION 4. WAIVER. The Minority Holder acknowledges that the Company will receive substantial benefit from the credit facilities provided under the Credit Agreement and, to the extent it may lawfully do so, waives any and all claims, at law or in equity, that it may have against the Borrower, the Company, their respective Affiliates and their respective officers, directors and controlling persons arising from or as a result of the transactions contemplated by the Loan Documents to which the Company and its subsidiaries may become a party. SECTION 5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 6. NO WAIVER; AMENDMENT. (a) No failure on the part of the Collateral Agent or the Borrower to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by the Collateral Agent or the Borrower preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are 3 cumulative and are not exclusive of any other remedies provided by law. Neither of the Collateral Agent nor the Borrower shall be deemed to have waived any rights hereunder unless such waiver shall be in writing and signed by such parties. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Minority Holder, the Borrower and the Collateral Agent, with the prior written consent of the Required Lenders. SECTION 7. NOTICES. All communications and notices hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows: (a) if to the Borrower, to it at 3211 Jermantown Road, Suite 700, Fairfax, Virginia 22030-2801, Attention of Curtis L. Schehr, Esq. (Fax No. (703) 246-0557), with a copy to Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York, New York 10019-6064, Attention of Carl L. Reisner, Esq. (Fax No. (212) 757-3990); (b) if to the Collateral Agent, to Mellon Bank, N.A., 1901 Research Blvd., Room 201-0320, 6th Floor, Rockville, MD 20850, Attention of Leslie Grizzard (Fax No. (301) 309-3458), with a copy to Credit Suisse First Boston, at Eleven Madison Avenue, New York, New York 10010, Attention of Matthew Carter (Fax No. (212) 325-8304); and (c) if to the Minority Holder, to Robert Fratarcangelo, Criminal Investigative Technology, Inc., 10852 Oakcrest Court, Fairfax, VA 22030 (Fax No. (703) 352-0937. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 7 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 7. Any party may change its address for Notices by giving notice of such change to each party in accordance with this Section 7. SECTION 8. BINDING AGREEMENT; ASSIGNMENTS. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 4 SECTION 9. SURVIVAL OF AGREEMENT; SEVERABILITY. (a) All covenants and agreements made by the Minority Holder shall be considered to have been relied upon by the Collateral Agent, the other Secured Parties and the Borrower and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank, and shall continue in full force and effect. (b) In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 10. COUNTERPARTS. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by fax trammission shall be as effective as delivery of a manually signed counterpart of this Agreement. SECTION 11. RULES OF INTERPRETATION. The rules of interpretation specified in Section 1.02 of the Credit Agreement shall be applicable to this Agreement. 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first appearing above. CRIMINAL INVESTIGATE TECHNOLOGY, INC. by: /s/ Robert Fratarcangelo ------------------------------- Name: Robert Fratarcangelo Title: President ANTEON CORPORATION by: /s/ Carlton B. Crenshaw ------------------------------- Name: Carlton B. Crenshaw Title: SR. V.P. Finance and Admin. MELLON BANK, N.A., as Collateral Agent, by: /s/ Leslie A. Grizzard ------------------------------ Name: Leslie A. Grizzard Title: Vice President EX-10.17 7 a2051320zex-10_17.txt EXHIBIT 10.17 Exhibit 10.17 EXECUTION COPY AMENDMENT NO. 1 dated as of January 13, 2000 (this "Amendment"), to the CREDIT AGREEMENT dated as of June 23, 1999, (the "Credit Agreement"), among ANTEON CORPORATION, a Virginia corporation (the "Borrower"), the Lenders (as defined in Article 1 of the Credit Agreement), CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch, as an Issuing Bank (as defined in Article I of the Credit Agreement), and as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, MELLON BANK, N.A., a national banking association, as syndication agent (in such capacity, the "Syndication Agent"), as swingline lender (in such capacity, the "Swingline Lender"), and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, and DEUTSCHE BANK AG, New York Branch, as documentation agent (in such capacity, the "Documentation Agent"). A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have extended, and have agreed to extend, credit to the Borrower. B. The Borrower has requested that the Required Lenders agree to amend the Credit Agreement as provided herein to allow the Borrower, among other things, to sell and finance Third Party Government Receivables (as defined below). C. The Required Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein. D. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Amendments to Section 1.01. (a) The following definitions are hereby inserted into Section 1.01 of the Credit Agreement in the appropriate alphabetical order: ""Third Party Financing" shall mean the purchase on a nonrecourse basis from the Borrower or any Subsidiary of Third Party Government Receivables by a person that is not an Affiliate of the Borrower." ""Third Party Government Receivables" shall mean all Accounts of the Borrower or any Subsidiary with respect to which the Account Debtor is the Government, which arise pursuant to a Third Party Sale and which are sold pursuant to a Third Party Financing." ""Third Party Sale" shall mean the sale to the Government by the Borrower or any Subsidiary of products and/or services acquired from or to be provided by, respectively, a person that is not the Borrower or an Affiliate of the Borrower, so long as the Account arising therefrom is promptly sold pursuant to a Third Party Financing." (b) The definition of "Asset Sale" in Section 1.01 of the Credit Agreement is hereby amended and restated to read as follows: ""Asset Sale" shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by the Borrower or any of the Subsidiaries to any person other than the Borrower or any Subsidiary Guarantor of (a) any Equity Interests of any of the Subsidiaries (other than directors' qualifying shares) or (b) any other assets of the Borrower or any of the Subsidiaries (other than (i) inventory, excess, damaged, obsolete or worn out assets, scrap and Permitted Investments, in each case disposed of in the ordinary course of business, (ii) dispositions between or among Foreign Subsidiaries, (iii) dispositions of Approved Margin Stock or (iv) dispositions of Third Party Government Receivables pursuant to any Third Party Financing), provided that any asset sale or series of related asset sales described in clause (b) above having a value not in excess of $250,000 shall be deemed not to be an "Asset Sale" for purposes of this Agreement." (c) The definition of "Ineligible Receivables" in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word "or" at the end of clause (e) thereof and (ii) deleting the period at the end thereof and substituting therefor the phrase ";or (g) Third Party Government Receivables." SECTION 2. Amendment to Section 6.02. Section 6.02 of the Credit Agreement is hereby amended by (a) deleting the word "and" at the end of paragraph (k) thereof, (b) deleting the period at the end of paragraph (1) thereof and substituting "; and" therefor and (c) adding the following paragraph at the end thereof: "(m) any Lien on Third Party Government Receivables purporting to be sold pursuant to a Third Party Financing in favor of the provider thereof." SECTION 3. Further Assurances. The Required Lenders hereby authorize the Agents to execute any and all further documents, financing statements, releases, agreements and instruments as the Borrower may reasonably request in order to effectuate any Third Party Financing as contemplated by this Amendment. 3 SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders, the Administrative Agent, the Issuing Banks, the Collateral Agent and the Documentation Agents that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing. SECTION 5. Effectiveness. This Amendment shall become effective as of the date first written above on the date on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, the Guarantors and the Required Lenders. SECTION 6. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Banks, the Collateral Agent, the Administrative Agent or the Documentation Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 8. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 4 SECTION 10. Expenses. The Borrower agrees to reimburse the Administrative Agent for all out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. SECTION 11. Acknowledgment of Guarantors. Each of the Guarantors hereto hereby acknowledges receipt and notice of, and consents to the terms of, this Amendment. 5 IN W1TNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. ANTEON CORPORATION, by /s/ Carlton B. Crenshaw ----------------------------- Name: Carlton B. Crenshaw Title: Sr. V.P. Finance and Admin. ANALYSIS & TECHNOLOGY, INC., by /s/ Carlton B. Crenshaw ----------------------------- Name: Carlton B. Crenshaw Title: Vice President INTERACTIVE MEDIA CORP., by /s/ David M. Nolf ----------------------------- Name: David M. Nolf Title: Secretary TECHMATICS, INC., by /s/ Carlton B. Crenshaw ----------------------------- Name: Carlton B. Crenshaw Title: Vice President VECTOR DATA SYSTEMS, INC. by /s/ Carlton B. Crenshaw ----------------------------- Name: Carlton B. Crenshaw Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JANUARY 13, 2000 TO ANTEON CORPORATION CREDIT AGREEMENT NAME OF INSTITUTION: __________________________ by _______________________ Name: Title: IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. ANTEON CORPORATION, by /s/ Carlton B. Crenshaw --------------------------------- Name: Carlton B. Crenshaw Title: Sr. V.P. Finance and Admin. CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank, by /s/ ROBERT HETU --------------------------------- Name: ROBERT HETU Title: VICE PRESIDENT by /s/ Joel Glodowski --------------------------------- Name: Joel Glodowski Title: Managing Director MELLON BANK, N.A., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by --------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank, by --------------------------------- Name: Title: by --------------------------------- Name: Title: MELLON BANK, N.A., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by /s/ David Reed --------------------------------- Name: David Reed Title: 1st Vice President DEUTSCHE BANK AG, New York Branch, as Documentation Agent, by --------------------------------- Name: Title: by --------------------------------- Name: Title: DEUTSCHE BANK AG, New York and/or Cayman Islands Branches, as Lender, by --------------------------------- Name: Title: SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JANUARY 13, 2000 TO ANTEON CORPORATION CREDIT AGREEMENT NAME OF INSTITUTION: ------------------------------------ FLEETNATIONAL BANK BOSTON, MASSACHUSETTS by /s/ Roger C. Boucher --------------------------------- Name: Roger C. Boucher Title: Senior Vice President SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JANUARY 13, 2000 TO ANTEON CORPORATION CREDIT AGREEMENT NAME OF INSTITUTION: IBM Credit Corporation ------------------------------------ by /s/ Ronald J. Bachner --------------------------------- Name: Ronald J. Bachner, Title: Manager, Commercial Financing Solutions Americas SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JANUARY 13, 2000 TO ANTEON CORPORATION CREDIT AGREEMENT NAME OF INSTITUTION: PNC BANK, NATIONAL ASSOCIATION ------------------------------------ by /s/ Daniel J. Paull --------------------------------- Name: Daniel J. Paull Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JANUARY 13, 2000 TO ANTEON CORPORATION CREDIT AGREEMENT NAME OF INSTITUTION: TRANSAMERICA BUSINESS CREDIT CORPORATION ------------------------------------ by /s/ Perry Vavoules --------------------------------- Name: Perry Vavoules Title: Senior Vice President SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JANUARY 13, 2000 TO ANTEON CORPORATION CREDIT AGREEMENT NAME OF INSTITUTION: BANK POLSKA KASA OPIEKI S.A., NEW YORK BRANCH ------------------------------------ by /s/ HUSSEIN B. EL-TAWIL --------------------------------- Name: HUSSEIN B. EL-TAWIL Title: VICE PRESIDENT EX-10.18 8 a2051320zex-10_18.txt EXHIBIT 10.18 Exhibit 10.18 EXECUTION COPY AMENDMENT NO. 2 dated as of March 29, 2000 (this "Amendment"), to the CREDIT AGREEMENT dated as of June 23, 1999, as amended by Amendment No. 1 dated as of January 13, 2000 (the "Credit Agreement"), among ANTEON CORPORATION, a Virginia corporation (the "Borrower"), the Lenders (as defined in Article I of the Credit Agreement), CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch, as an Issuing Bank (as defined in Article I of the Credit Agreement), and as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, MELLON BANK, N.A., a national banking association, as syndication agent (in such capacity, the "Syndication Agent"), as swingline lender (in such capacity, the "Swingline Lender"), and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, and DEUTSCHE BANK AG, New York Branch, as documentation agent (in such capacity, the "Documentation Agent"). A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have extended, and have agreed to extend, credit to the Borrower. B. The Borrower has requested that the Required Lenders agree to amend the Credit Agreement as provided herein. C. The Required Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein. D. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. Accordingly, In consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Amendments to Section 1.01. (a) The definition of "EBITDA" in Section 1.01 of the Credit Agreement is hereby amended by deleting the phrase "the Leverage Ratio and the Senior Leverage Ratio" in the last sentence thereof and substituting therefor the phrase "all financial covenants". (b) The definition of "Interest Expense" in Section 1.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: "For purposes of determining Interest Expense for the quarters ended September 30, 1999, December 31, 1999, and March 31, 2000, Interest Expense shall be calculated on a pro forma basis." SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders, the Administrative Agent, the Issuing Banks, the Collateral Agent and the Documentation Agents that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing. SECTION 3. Effectiveness. This Amendment shall become effective as of the date first written above on the date on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, the Guarantors and the Required Lenders. SECTION 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Banks, the Collateral Agent, the Administrative Agent or the Documentation Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 8. Expenses. The Borrower agrees to reimburse the Administrative Agent for all out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. SECTION 9. Acknowledgment of Guarantors. Each of the Guarantors hereto hereby acknowledges receipt and notice of, and consents to the terms of, this Amendment. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly created by their duly authorized officers, all as of the date and year first above written. ANTEON CORPORATION, by: /s/ Carlton B. Crenshaw --------------------------------------- Name: Carlton B. Crenshaw Title: Sr. V.P. Finance and Admin. ANALYSIS & TECHNOLOGY, INC., by: /s/ Carlton B. Crenshaw --------------------------------------- Name: Carlton B. Crenshaw Title: Vice President INTERACTIVE MEDIA CORP. by: /s/ David M. Nolf --------------------------------------- Name: David M. Nolf Title: Secretary TECHMATICS, INC. by: /s/ Carlton B. Crenshaw --------------------------------------- Name: Carlton B. Crenshaw Title: V.P. and Treasurer VECTOR DATA SYSTEMS, INC., by: /s/ Carlton B. Crenshaw --------------------------------------- Name: Carlton B. Crenshaw Title: Treasurer CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank by: /s/ Joel Glodowski --------------------------------------- Name: Joel Glodowski Title: Managing Director by: /s/ Robert Hetu --------------------------------------- Name: ROBERT Hetu Title: Vice President MELLON BANK, N.A., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by: --------------------------------------- Name: Title: DEUTSCHE BANK AG, New York Branch, as Documentation Agent, by: --------------------------------------- Name: Title: by: --------------------------------------- Name: Title: DEUTSCHE BANK AG, New York and/or Cayman Islands Branches, as Lender by: --------------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank, by: --------------------------------------- Name: Title: by: --------------------------------------- Name: Title: MELLON BANK, N.A., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by: /s/ David H. Reed --------------------------------------- Name: David H. Reed Title: First Vice President DEUTSCHE BANK AG, New York Branch, as Documentation Agent, by: --------------------------------------- Name: Title: by: --------------------------------------- Name: Title: DEUTSCHE BANK AG, New York and/or Cayman Islands Branches, as Lender, by: --------------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank, by: --------------------------------------- Name: Title: by: --------------------------------------- Name: Title: MELLON BANK, N.A., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by: --------------------------------------- Name: Title: DEUTSCHE BANK AG, New York Branch, as Documentation Agent, by: /s/ Paul Hatfield --------------------------------------- Name: Paul Hatfield Title: Vice President by: /s/ Robert Wood --------------------------------------- Name: Robert Wood Title: Director DEUTSCHE BANK AG, New York and/or Cayman Islands Branches, as Lender, by: /s/ Paul Hatfield --------------------------------------- Name: Paul Hatfield Title: Vice President by: /s/ Robert Wood --------------------------------------- Name: Robert Wood Title: Director SIGNATURE PAGE TO AMENDMENT NO 2. DATED AS OF MARCH 29, 2000 TO ANTEON CORPORATION CREDIT AGREEMENT NAME OF INSTITUTION: Bank Polska Kasa Opieki S.A., New York Branch ---------------------------------------------- by /s/ Hussein B. El Tawil -------------------------------------------- Name: Hussein B. El Tawil Title: Vice President SIGNATURE PAGE TO AMENDMENT NO 2. DATED AS OF MARCH 29, 2000 TO ANTEON CORPORATION CREDIT AGREEMENT NAME OF INSTITUTION: FLEET NATIONAL BANK, BOSTON, MASSACHUSETTS ---------------------------------------------- by /s/ Roger C. Boucher -------------------------------------------- Name: Roger C. Boucher Title: Senior Vice President SIGNATURE PAGE TO AMENDMENT NO 2. DATED AS OF MARCH 29, 2000 TO ANTEON CORPORATION CREDIT AGREEMENT NAME OF INSTITUTION: PNC BANK ---------------------------------------------- by /s/ Daniel J. Paull -------------------------------------------- Name: Daniel J. Paull Title: Vice President SIGNATURE PAGE TO AMENDMENT NO 2. DATED AS OF MARCH 29, 2000 TO ANTEON CORPORATION CREDIT AGREEMENT NAME OF INSTITUTION: TRANSAMERICA BUSINESS CREDIT CORPORATION ---------------------------------------------- by /s/ Perry Vavoules -------------------------------------------- Name: Perry Vavoules Title: Senior Vice President EX-10.19 9 a2051320zex-10_19.txt EXHIBIT 10.19 Exhibit 10.19 EXECUTION COPY AMENDMENT NO. 3 dated as of June 30, 200O (this "Amendment"), to the Credit Agreement dated as of June 23, 1999, as amended by Amendment No. 1 dated as of January 13, 200O (the "Credit Agreement"), among ANTEON CORPORATION, a Virginia corporation (the "Borrower"), the Lenders (as defined in Article I of the Credit Agreement), CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch, as an Issuing Bank (as defined in Article I of the Credit Agreement), and as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, MELLON BANK, N.A., a national banking association, as syndication agent (in such capacity, the "Syndication Agent"), as swingline lender (in such capacity, the "Swingline Lender"), and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, and DEUTSCHE BANK AG, New York Branch, as documentation agent (in such capacity, the "Documentation Agent"). A. Pursuant to the Credit Agreement, the Lenders and the Issuing Banks have extended, and have agreed to extend, credit to the Borrower. B. The Borrower has requested that the Required Lenders agree to amend the Credit Agreement as provided herein. The Required Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein. C. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Amendment to Section 1.01. The definition of "EBITDA" set forth in Section 1.O1 of the Credit Agreement is hereby amended by deleting the words "and (e)" set forth therein and substituting therefor the following: "(e) during any period of four consecutive fiscal quarters ending on or prior to September 30, 2000, severance costs associated with the Merger in an aggregate amount not to exceed $1,860,000, and (f)" SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders, the Administrative Agent, the Issuing Banks, the Collateral Agent and the Documentation Agents that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing. SECTION 3. Effectiveness. This Amendment shall become effective as of the date first written above on the date on which the Administrative Agent shall have received 2 counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, the Guarantors and the Required Lenders. SECTION 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Banks, the Collateral Agent, the Administrative Agent, the Syndication Agent or the Documentation Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 8. Expenses. The Borrower agrees to reimburse the Administrative Agent for all out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. SECTION 9. Acknowledgment of Guarantors. Each of the Guarantors hereby acknowledges receipt and notice of, and consents to the terms of, this Amendment. 3 TN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. ANTEON CORPORATION, by: /s/ Carlton B. Crenshaw ----------------------------------------------- Name: Carlton B. Crenshaw Title: Senior Vice President Finance and Administration ANALYSIS & TECHNOLOGY, INC., by: /s/ Carlton B. Crenshaw ----------------------------------------------- Name: Carlton B. Crenshaw Title: Vice President INTERACTIVE MEDIA CORP., by: /s/ Carlton B. Crenshaw ----------------------------------------------- Name: Carlton B. Crenshaw Title: Vice President TECHMATICS, INC., by: /s/ Carlton B. Crenshaw ----------------------------------------------- Name: Carlton B. Crenshaw Title: Treasurer VECTOR DATA SYSTEMS, INC., by: /s/ Carlton B. Crenshaw ----------------------------------------------- Name: Carlton B. Crenshaw Title: Treasurer 4 CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank, by: /s/ Robert Hetu ----------------------------------------------- Name: Robert Hetu Title: Vice President by: /s/ Thomas G. Muoio ----------------------------------------------- Name: Thomas G. Muoio Title: Vice President MELLON BANK, N.A., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by: /s/ David A. Reed ----------------------------------------------- Name: David A. Reed Title: First Vice President DEUTSCHE BANK AG, New York Branch. as Documentation Agent. by: /s/ Robert Wood ----------------------------------------------- Name: Robert Wood Title: Director by:/s/ John L. Quinn ----------------------------------------------- Name: John L. Quinn Title: Assistant Vice President DEUTSCHE BANK AG, New York and/or Cayman Islands Branches, as Lender, by: /s/ Robert Wood ----------------------------------------------- Name: Robert Wood Title: Director by: /s/ John L. Quinn ----------------------------------------------- Name: John L. Quinn Title: Assistant Vice President THE BANK OF NOVA SCOTIA, by: /s/ J.W. Campbell ----------------------------------------------- Name: J.W. Campbell Title: Managing Director BANK POLSKA KASA OPIEKI S.A., by: /s/ Hussein B. El-Tawil ----------------------------------------------- Name: Hussein B. El-Tawil Title: Vice President BRANCH BANKING & TRUST COMPANY, by: /s/ William A. Nalls ----------------------------------------------- Name: William A. Nalls Title: Senior Vice President FLEET NATIONAL BANK, by: /s/ Roger C. Boucher ----------------------------------------------- Name: Roger C. Boucher Title: Senior Vice President IBM CREDIT CORPORATION, by: /s/ Thomas S. Carcio ----------------------------------------------- Name: Thomas S. Carcio Title: Manager of Credit, Commercial & Specialty Financing PNC BANK, by: /s/ Daniel J. Paull ----------------------------------------------- Name: Daniel J. Paull Title: Vice President TRANSAMERICA BUSINESS CREDIT CORPORATION, by: /s/ Perry Vavoules ----------------------------------------------- Name: Perry Vavoules Title: Senior Vice President EX-10.20 10 a2051320zex-10_20.txt EXHIBIT 10.20 Exhibit 10.20 EXECUTION COPY AMENDMENT No.4 AND WAIVER dated as of October 19, 2000 (this "Amendment"), to the Credit Agreement dated as of June 23, 1999, as amended by Amendment No. 1 dated as of January 13, 2000, Amendment No. 2 dated as of March 29, 2000 and Amendment No. 3 dated as of June 30, 2000 (the "Credit Agreement"), among ANTEON CORPORATION, a Virginia corporation (the "Borrower"), the Lenders (as defined in Article I of the Credit Agreement), CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch, as an Issuing Bank (as defined in Article I of the Credit Agreement), and as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, MELLON BANK, N.A., a national banking association, as syndication agent (in such capacity, the "Syndication Agent"), as swingline lender (in such capacity, the "Swingline Lender"), and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, and DEUTSCHE BANK, AG, New York Branch, as documentation agent (in such capacity, the "Documentation Agent"). A. Pursuant to the Credit Agreement, the Lenders and the Issuing Banks have extended, and have agreed to extend, credit to the Borrower. B. The Borrower has informed the Administrative Agent that it intends to purchase all of the outstanding Equity Interests of Sherikon, Inc., a Louisiana corporation (the "Sherikon Acquisition"), pursuant to a stock purchase agreement that is to be executed on or before October 31, 2000 (the "Acquisition Closing Date"). As consideration for the Sherikon Acquisition, the Borrower will pay (i) $20,800,000 in cash, and (ii) a total notional principal amount of $7,500,000 in the form of two subordinated promissory notes. The first promissory note, in a notional principal amount of $5,000,000, will have a repayment date of the first anniversary of the Acquisition Closing Date (the "First Seller Note") and the second promissory note, in a notional principal amount of $2,500,000, will have a repayment date of the second anniversary of the Acquisition Closing Date (the "Second Seller Note" and, together with the First Seller Note, the "Seller Notes"). C. The Borrower has requested that a certain provision of the Credit Agreement be waived as set forth herein and that certain provisions of the Credit Agreement be amended as set forth herein. The Required Lenders are willing to grant such waiver and to amend the Credit Agreement on the terms and subject to the conditions set forth herein. D. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Waiver and Agreement. The Required Lenders hereby waive compliance by the Borrower with the provisions of Section 6.01 of the Credit Agreement to the extent, but only to the extent, necessary to allow the issuance of the Seller Notes, 2 subject to the conditions following in this Section 1. The Indebtedness basket in Section 6.01(i) shall be unavailable until the First Seller Note is repaid in full or otherwise discharged. The Indebtedness basket in Section 6.01(h) shall be unavailable until the First Seller Note has been repaid in full or otherwise discharged, at which point the Borrower may incur Indebtedness under that section up to an aggregate amount of $2,500,000. The Indebtedness basket in Section 6.01(h) will be completely available after both Seller Notes have been repaid in full or otherwise discharged. The Borrower also agrees that until both Seller Notes are repaid in full or otherwise discharged, the Borrower shall not be permitted to incur Indebtedness in reliance on Section 6.01(g) in an aggregate principal amount exceeding $6,500,000 at any time outstanding. SECTION 2. Amendments. (a) Section 6.01(c) of the Credit Agreement is hereby amended by deleting "$7,500,000" and replacing it with "$2,000,000". (b) Section 6.01 of the Credit Agreement is hereby amended as follows: (i) by deleting the word "and" at the end of subsection (j); (ii) by replacing the period at the end of subsection (k) with the words "; and"; and (iii) by inserting the following new subsection (1): "(l) unsecured Indebtedness of the Borrower incurred in connection with a Permitted Acquisition subordinated to the Obligations on terms and conditions no less favorable to the Lenders than those contained in Exhibit K in an aggregate principal amount not to exceed $5,500,000 at any time outstanding; provided that notwithstanding Section 1(b) of Exhibit K, Indebtedness incurred pursuant to this paragraph (1) may have a stated maturity date and, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, such Indebtedness may be paid or prepaid, on a date that is prior to the Term Loan Maturity Date." SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders, the Administrative Agent, the Issuing Banks, the Collateral Agent, the Syndication Agent and the Documentation Agent that, after giving effect to this Amendment, (a) the Sherikon Acquisition is a Permitted Acquisition under the Credit Agreement, (b) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (c) no Default or Event of Default has occurred and is continuing. SECTION 4. Amendment Fee. The Company agrees to pay to each Lender that executes and delivers a copy of this Amendment to the Administrative Agent (or its counsel) at or prior to 5:00 p.m. on October 19, 2000, an amendment fee (the "Amendment Fee") in an amount equal to 0.10% of such Lender's Revolving Commitment (whether used or unused) and outstanding Term Loans, in each case as of 3 the Amendment Effective Date (as defined below). The Amendment Fee shall be payable in immediately available funds on the Amendment Effective Date. Once paid, the Amendment Fee shall not be refundable. SECTION 5. Effectiveness. This Amendment shall become effective as of the date set forth above on the date (the "Amendment Effective Date") that the following conditions are satisfied: (a) the Administrative Agent shall have received the Amendment Fee; and (b) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, the Guarantors and the Required Lenders. SECTION 6. Effect of Amendment. Except as set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Banks, the Collateral Agent, the Administrative Agent, the Syndication Agent or the Documentation Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 8. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 10. Expenses. The Borrower agrees to reimburse the Administrative Agent for all out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. SECTION 11. Acknowledgement of Guarantors. Each of the Guarantors hereby acknowledges receipt and notice of, and consents to the terms of, this Amendment. 4 IN WITNESS WHEREOF, all parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. ANTEON CORPORATION, by: /s/ Carlton B. Crenshaw ------------------------------------- Name: Carlton B. Crenshaw Title: Sr. V.P. Finance and CFO ANALYSIS & TECHNOLOGY, INC. by: /s/ Carlton B. Crenshaw ------------------------------------- Name: Carlton B. Crenshaw Title: Vice President INTERACTIVE MEDIA CORP., by: /s/ Carlton B. Crenshaw ------------------------------------- Name: Carlton B. Crenshaw Title: Vice President TECHMATICS, INC., by: /s/ Carlton B. Crenshaw ------------------------------------- Name: Carlton B. Crenshaw Title: V.P. and Treasurer VECTOR DATA SYSTEMS, INC., by: /s/ Carlton B. Crenshaw ------------------------------------- Name: Carlton B. Crenshaw Title: Treasurer ANTEON-CITI LLC., by: /s/ Carlton B. Crenshaw ------------------------------------- Name: Carlton B. Crenshaw Title: Vice President 5 CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank, by: /s/ Robert Hetu ------------------------------------- Name: ROBERT HETU Title: VICE PRESIDENT by: /s/ Lalita Advani ------------------------------------- Name: LALITA ADVANI Title: ASSISTANT VICE PRESIDENT MELLON BANK, N.A., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by: ------------------------------------- Name: Title: 5 CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank, by: ------------------------------------- Name: Title: by: ------------------------------------- Name: Title: MELLON BANK, N.A., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by: /s/ David H Reed ------------------------------------- Name: David H. Reed Title: 1st Vice President Signature Page to First Amendment to Bergen Bruswig Corporation Credit Agreement Name of Institution: AmSouth Bank ---------------------------------------- by: /s/ Stephen V. Mangiante ---------------------------------------- Name: STEPHEN V. MANGIANTE Title: ATTORNEY-IN-FACT Signature Page to Amendment dated as of October 19, 2000 to Anteon Corporation Credit Agreement Name of Insititution: Bank Polska Kasa Opiski S.A., ---------------------------------------- New York Branch by: /s/ Hussein B. El-Tawil ---------------------------------------- Name: Hussein B. El-Tawil Title: Vice President Signature Page to Amendment dated as of October 19, 2000 to Anteon Corporation Credit Agreement Name of Insititution: Branch Banking and Trust Company of Virginia ---------------------------------------- by /s/ William A. Nalls ---------------------------------------- Name: William A. Nalls Title: Senior Vice President Signature Page to Amendment dated as of October 19, 2000 to Anteon Corporation Credit Agreement Name of Insititution: DEUTSCHE BANK ---------------------------------------- by /s/ Paddy Dowling ---------------------------------------- Name: Paddy Dowling Title: Vice President Signature Page to Amendment dated as of October 19, 2000 to Anteon Corporation Credit Agreement Name of Insititution: FLEET NATIONAL BANK BOSTON, MASSACHUSETTS ---------------------------------------- by /s/ Roger C. Boucher ---------------------------------------- Name: ROGER C. BOUCHER Title: DIRECTOR Signature Page to Amendment dated as of October 19, 2000 to Anteon Corporation Credit Agreement Name of Insititution: IBM CREDIT CORPORATION ---------------------------------------- by /s/ Thomas S. Curcio ---------------------------------------- Name: Thomas S. Curcio Title: Manager of Credit, Commercial & Specialty Financing Signature Page to Amendment dated as of October 19, 2000 to Anteon Corporation Credit Agreement Name of Insititution: THE BANK OF NOVA SCOTIA ---------------------------------------- by /s/ John Hopmans ---------------------------------------- Name: JOHN HOPMANS Title: MANAGING DIRECTOR Signature Page to Amendment dated as of October 19, 2000 to Anteon Corporation Credit Agreement Name of Insititution: PNC BANK, NA ---------------------------------------- by /s/ Daniel J. Paull ---------------------------------------- Name: Daniel J. Paull Title: Vice President Signature Page to Amendment dated as of October 19, 2000 to Anteon Corporation Credit Agreement Name of Insititution: TRANSAMERCIA BUSINESS CREDIT CORPORATION ---------------------------------------- by /s/ Steve Goetschius ---------------------------------------- Name: Steve Goetschius Title: SVP FINANCIAL OFFICER'S CERTIFICATE Pursuant to the terms and conditions of the Credit Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Anteon Corporation (the "Borrower"), the lenders from time to time party thereto (the "Lenders"), Credit Suisse First Boston, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and as issuing bank, Mellon Bank, N.A., as collateral agent (in such capacity, the "Collateral Agent"), swingline lender and syndication agent, and Deutsche Bank AG, New York Branch, as documentation agent, Borrower hereby delivers this Financial Officer's Certificate to the Administrative Agent pursuant to Section 6.04 (i) of the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Credit Agreement. The undersigned, on behalf of the Borrower, hereby certifies and warrants that: (a) Carlton B. Crenshaw is a Financial officer of the Borrower and that, as such, he is authorized to execute this certificate for and on behalf of the Borrower. (b) The Borrower intends to purchase all of the outstanding Equity Interests of Sherikon, Inc., pursuant to a stock purchase agreement to be executed on or before October 31, 2000. (c) This certificate is provided to evidence the Borrower's compliance with the requirements of Section 6.04(i) in connection with the Permitted Acquisition described in paragraph (b) above. (d) The pro forma calculations required to be made pursuant to Section 6.04(i) were made in accordance with the requirements set forth therein and are hereby certified as having been prepared in good faith based upon reasonable assumptions. IN WITNESS WHEREOF, the undersigned has executed and delivered this certificate, this 19th day of October, 2000. ANTEON CORPORATION by: /s/ Carlton B. Crenshaw ------------------------------------- Name: Carlton B. Crenshaw Title: Financial Officer EX-10.21 11 a2051320zex-10_21.txt EXHIBIT 10.21 Exhibit 10.21 SUPPLEMENT NO. 2 dated as of October 21, 2000, to the Subsidiary Guarantee Agreement dated as of June 23, 1999, among each of the subsidiaries listed on Schedule I thereto (each such subsidiary individually, a "GUARANTOR" and collectively, the "GUARANTORS") of ANTEON CORPORATION, a Virginia corporation (the "BORROWER"), and MELLON BANK, NA., a national banking association, as collateral agent (the "Collateral Agent") for the Secured Parties (as defined in the Credit Agreement referred to below). A. Reference is made to the Credit Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto (the "LENDERS"), Credit Suisse First Boston, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and as issuing bank, Mellon, as Collateral Agent, swingline lender and syndication agent, and Deutsche Bank AG, New York Branch, as documentation agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee Agreement and the Credit Agreement. C. The Guarantors have entered into the Guarantee Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.12 of the Credit Agreement, each Domestic Subsidiary of the Borrower (other than any Inactive Subsidiary) that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into the Guarantee Agreement as a Guarantor upon becoming a Domestic Subsidiary (or ceasing to be an Inactive Subsidiary). Section 20 of the Guarantee Agreement provides that additional Domestic Subsidiaries of the Borrower may become Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Domestic Subsidiary of the Borrower (the "NEW GUARANTOR") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guarantee Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Collateral Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 20 of the Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a "Guarantor" in the Guarantee Agreement shall be deemed to include the New Guarantor. The Guarantee Agreement is hereby incorporated herein by reference. SECTION 2. The New Guarantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 2 SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be as effective as delivery of a manually executed counterpart of this Supplement. SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement shall remain in full force and effect. SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 14 of the Guarantee Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower. SECTION 8. The New Guarantor agrees to reimburse the Collateral Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Collateral Agent. 3 IN WITNESS WHEREOF, the New Guarantor and the Collateral Agent have duly executed this Supplement to the Guarantee Agreement as of the day and year first above written. SHERIKON, INC., as a New Guarantor, by: /s/ Carlton B. Crenshaw ----------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: 14500 Avion Pkwy, Suite 200, Chantilly, VA 20151 SOUTH TEXAS SHIP REPAIR, INC., as a New Guarantor, by: /s/ Carlton B. Crenshaw ----------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: Redfish Bay Terminal, Ocean Drive at Beasley, Aransas Pass, TX 78336 SHERIKON SPACE SYSTEMS, INC., as a New Guarantor, by: /s/ Carlton B. Crenshaw ----------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: 12249 Science Drive, Suite 106, Orlando, FL 32826 MELLON BANK, N.A., as Collateral Agent by: ----------------------------------- Name: Title: 3 IN WITNESS WHEREOF, the New Guarantor and the Collateral Agent have duly executed this Supplement to the Guarantee Agreement as of the day and year first above written. SHERIKON, INC., as a New Guarantor, by: ----------------------------------- Name: Title: Address: 14500 Avion Pkwy, Suite 200, Chantilly, VA 20151 SOUTH TEXAS SHIP REPAIR, INC., as a New Guarantor, by: ----------------------------------- Name: Title: Address: Redfish Bay Terminal, Ocean Drive at Beasley, Aransas Pass, TX 78336 SHERIKON SPACE SYSTEMS, INC., as a New Guarantor, by: ----------------------------------- Name: Title: Address: 12249 Science Drive, Suite 106, Orlando, FL 32826 MELLON BANK, N.A., as Collateral Agent by: /s/ Leslie A. Grizzard ----------------------------------- Name: Leslie A. Grizzard Title: Vice President EX-10.22 12 a2051320zex-10_22.txt EXHIBIT 10.22 Exhibit 10.22 SUPPLEMENT NO. 2 dated as of October 21, 2000, to the Indemnity, Subrogation and Contribution Agreement dated as of June 23, 1999 (as the same may be amended, supplemented or otherwise modified from time to time, the "INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT"), among ANTEON CORPORATION, a Virginia corporation (the "BORROWER") each Subsidiary of the Borrower listed on Schedule I thereto (the "GUARANTORS"), and MELLON BANK, N.A., an national banking association, ("MELLON", as collateral agent (the "COLLATERAL AGENT") for the Secured Parties (as defined in the Credit Agreement referred to below). A. Reference is made to (a) the Credit Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto (the "LENDERS"), Credit Suisse First Boston, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), and as issuing bank, Mellon, as Collateral Agent, swingline lender and syndication agent, and Deutsche Bank A.G., as documentation agent, and (b) the Subsidiary Guarantee Agreement dated as of June 23, 1999, among the Guarantors and the Collateral Agent (the "GUARANTEE AGREEMENT"). B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indemnity, Subrogation and Contribution Agreement and the Credit Agreement. C. The Borrower and the Guarantors have entered into the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.12 of the Credit Agreement, each Domestic Subsidiary of the Borrower (other than any Inactive Subsidiary) that was not in existence or not such a Subsidiary on the date of the Credit Agreement is required to enter into the Guarantee Agreement as a Guarantor upon becoming a Domestic Subsidiary (or ceasing to be an Inactive Subsidiary). Section 12 of the Indemnity, Subrogation and Contribution Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Indemnity, Subrogation and Contribution Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the "NEW GUARANTOR") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Collateral Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 12 of the Indemnity, Subrogation and Contribution Agreement, the New Guarantor by its signature below becomes a Guarantor under the Indemnity, Subrogation and Contribution Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all the terms and provisions of the Indemnity, Subrogation and Contribution Agreement applicable to it as a Guarantor thereunder. Each reference to a "Guarantor" in the Indemnity, Subrogation and Contribution Agreement shall be deemed to include the New Guarantor. The Indemnity, Subrogation and Contribution Agreement is hereby incorporated herein by reference. 2 SECTION 2. The New Guarantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. SECTION 4. Except as expressly supplemented hereby, the Indemnity, Subrogation and Contribution Agreement shall remain in full force and effect. SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Indemnity, Subrogation and Contribution Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 7 of the Indemnity, Subrogation and Contribution Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature. SECTION 8. The New Guarantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. 3 IN WITNESS WHEREOF, the New Guarantor and the Collateral Agent have duly executed this Supplement to the Indemnity, Subrogation and Contribution Agreement as of the day and year first above written. SHERIKON, INC., as a New Guarantor, by: /s/ Carlton B. Crenshaw ----------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: 14500 Avion Pkwy, Suite 200, Chantilly, VA 20151 SOUTH TEXAS SHIP REPAIR, INC., as a New Guarantor, by: /s/ Carlton B. Crenshaw ----------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: Redfish Bay Terminal, Ocean Drive at Beasley, Aransas Pass, TX 78336 SHERIKON SPACE SYSTEMS, INC., as a New Guarantor, by: /s/ Carlton B. Crenshaw ----------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: 12249 Science Drive, Suite 106, Orlando, FL 32826 MELLON BANK, N.A., as Collateral Agent by: ----------------------------------- Name: Title: 3 IN WITNESS WHEREOF, the New Guarantor and the Collateral Agent have duly executed this Supplement to the Indemnity, Subrogation and Contribution Agreement as of the day and year first above written. SHERIKON, INC., as a New Guarantor, by: ----------------------------------- Name: Title: Address: 14500 Avion Pkwy, Suite 200, Chantilly, VA 20151 SOUTH TEXAS SHIP REPAIR, INC., as a New Guarantor, by: ----------------------------------- Name: Title: Address: Redfish Bay Terminal, Ocean Drive at Beasley, Aransas Pass, TX 78336 SHERIKON SPACE SYSTEMS, INC., as a New Guarantor, by: ----------------------------------- Name: Title: Address: 12249 Science Drive, Suite 106, Orlando, FL 32826 MELLON BANK, N.A., as Collateral Agent by: /s/ Leslie A. Grizzard ----------------------------------- Name: Leslie A. Grizzard Title: Vice President SCHEDULE I to Supplement No. 2 to the Indemnity Subrogation and Contribution Agreement GUARANTORS NAME SHERIKON, INC. SOUTH TEXAS SHIP REPAIR, INC. SHERIKON SPACE SYSTEMS, INC. EX-10.23 13 a2051320zex-10_23.txt EXHIBIT 10.23 Exhibit 10.23 SUPPLEMENT NO. 2 dated as of October 21, 2000, to the PLEDGE AGREEMENT dated as of June 23, 1999, among ANTEON CORPORATION, a Virginia corporation (the "BORROWER"), AZIMUTH TECHNOLOGIES, INC., a Delaware corporation ("AZIMUTH") and each subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary individually a "SUBSIDIARY PLEDGOR" and collectively, the "SUBSIDIARY PLEDGORS"; the Borrower, Azimuth and Subsidiary Pledgors are referred to collectively herein as the "Pledgors") and MELLON BANK, NA., a national banking association ("MELLON"), as collateral agent (in such capacity, the "COLLATERAL AGENT") for the Secured Parties (as defined in the Credit Agreement referred to below) A. Reference is made to (a) the Credit Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto (the "LENDERS"), Credit Suisse First Boston, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), and issuing bank, Mellon, as Collateral Agent, swingline lender and syndication agent, and Deutsche Bank A.G., as documentation agent, and (b) the Subsidiary Guarantee Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "GUARANTEE AGREEMENT") among the Subsidiary Pledgors and the Collateral Agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. C. The Pledgors have entered into the Pledge Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.12 of the Credit Agreement, each Domestic Subsidiary of the Borrower (other than any Inactive Subsidiary) that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into the Pledge Agreement as a Subsidiary Pledgor upon becoming a Domestic Subsidiary (or ceasing to be an Inactive Subsidiary) if such Domestic Subsidiary owns or possesses property of a type that would be considered Collateral under the Pledge Agreement. Section 24 of the Pledge Agreement provides that such Domestic Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Domestic Subsidiary (the "NEW PLEDGOR") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Pledgor under the Pledge Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Collateral Agent and the New Pledgor agree as follows: SECTION 1. In accordance with Section 24 of the Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and the New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct on and as of the date hereof. In 2 furtherance of the foregoing, the New Pledgor, as security for the payment and performance in full of the Obligations (as defined in the Pledge Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Pledgor's right, title and interest in and to the Collateral (as defined in the Pledge Agreement) of the New Pledgor. Each reference to a "SUBSIDIARY PLEDGOR" or a "PLEDGOR" in the Pledge Agreement shall be deemed to include the New Pledgor. The Pledge Agreement is hereby incorporated herein by reference. SECTION 2. The New Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall became effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Pledgor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. SECTION 4. The New Pledgor hereby represents and warrants that set forth on Schedule I attached hereto is a true and correct schedule of all its Pledged Securities. SECTION 5. Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect. SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Pledge Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECITON 8. All communications and notices hereunder shall be in writing and given as provided in Section 16 of the Pledge Agreement. All communications and notices hereunder to the New Pledgor shall be given to it in care of the Borrower. SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. 3 IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly executed this Supplement to the Pledge Agreement as of the day and year first above written. SHERIKON, INC., as a New Pledgor, by: /s/ Carton B. Crenshaw --------------------------------------- Name: Carton B. Crenshaw Title: Vice President Address: 14500 Avion Pkwy, Suite 200, Chantilly, VA 20151 SOUTH TEXAS SHIP REPAIR, INC., as a New Pledgor, by: /s/ Carton B. Crenshaw --------------------------------------- Name: Carton B. Crenshaw Title: Vice President Address: Redfish Bay Terminal, Ocean Drive at Beasley, Aransas Pass, TX 78336 SHERIKON SPACE SYSTEMS, INC., as a New Pledgor, by: /s/ Carton B. Crenshaw --------------------------------------- Name: Carton B. Crenshaw Title: Vice President Address: 12249 Science Drive, Suite 106, Orlando, FL 32826 MELLON BANK, N.A., as Collateral Agent by: --------------------------------------- Name: Title: 3 IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly executed this Supplement to the Pledge Agreement as of the day and year first above written. SHERIKON, INC., as a New Pledgor, by: --------------------------------------- Name: Title: Address: 14500 Avion Pkwy, Suite 200, Chantilly, VA 20151 SOUTH TEXAS SHIP REPAIR, INC., as a New Pledgor, by: --------------------------------------- Name: Title: Address: Redfish Bay Terminal, Ocean Drive at Beasley, Aransas Pass, TX 78336 SHERIKON SPACE SYSTEMS, INC., as a New Pledgor, by: --------------------------------------- Name: Title: Address: 12249 Science Drive, Suite 106, Orlando, FL 32826 MELLON BANK, N.A., as Collateral Agent, by: /s/ Leslie A. Grizzard --------------------------------------- Name: Leslie A. Grizzard Title: Vice President Schedule I to Supplement No. 2 to the Pledge Agreement PLEDGED SECURITIES OF THE NEW PLEDGOR EQUITY INTERESTS
- --------------------------------------------------------------------------------------------- Numbers of Number and Percentage of Issuer Certificate Registered Owner Class of Shares Shares - --------------------------------------------------------------------------------------------- Sherikon, Inc. 9 Anteon Corporation 970 100% - --------------------------------------------------------------------------------------------- Sherikon Space 1 Sherikon, Inc. 10,000 100% Systems, Inc. - --------------------------------------------------------------------------------------------- Sherikon Texas 1 Sherikon , Inc. 1,000 100% Ship Repair, Inc. - ---------------------------------------------------------------------------------------------
DEBT SECURITIES
- --------------------------------------------------------------------------------------------- Issuer Principal Amount Date of Note Maturity Date - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------
EX-10.24 14 a2051320zex-10_24.txt EXHIBIT 10.24 Exhibit 10.24 Supplement NO. 2 dated as of October 21, 2000, to the Security Agreement dated as of June 23, 1999, among ANTEON CORPORATION, a Virginia corporation (the "Borrower"), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors and the Borrower are referred to collectively herein as the "Grantors") and MELLON BANK, N.A., a national banking association ("Mellon"), as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined herein). A. Reference is made to (a) the Credit Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the lenders from time to time party thereto (the "Lenders"), Credit Suisse First Boston, a bank organized under the laws of Switzerland, acting through its New York branch ("CSFB"), as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and as issuing bank, Mellon, as Collateral Agent, syndication agent and swingline leader, and Deutsche Bank AG, New York Branch, as documentation agent, and (b) the Subsidiary Guarantee Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time, the "Guarantee Agreement"), among the Subsidiary Guarantors and the Collateral Agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or the Credit Agreement, as applicable. C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Section 7.15 of Security Agreement provides that additional Subsidiaries of the Borrower may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Grantor") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Collateral Agent and the New Grantor agree as follows: SECTION 1. In accordance with Section 7.15 of the Security Agreement, the New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Obligations (as defined in the Security Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Grantor's right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Grantor. Each reference to a "Grantor" in the Security Agreement shall be deemed to include the New Grantor. The Security Agreement is hereby incorporated herein by reference. SECTION 2. The New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Grantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. SECTION 4. The New Grantor hereby represents and warrants that (a) set forth on Schedule 1 attached hereto is a true and correct schedule of the location of any and all Collateral of the New Grantor and (b) set forth under its signature hereto, is the true and correct location of the chief executive office of the New Grantor. SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Security Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature below. SECTION 9. The New Grantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written. SHERIKON, INC., as a New Grantor, by: /s/ Carlton B. Crenshaw --------------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: 14500 Avion Pkwy, Suite 200, Chantilly, VA 20151 SOUTH TEXAS SHIP REPAIR, INC., as a New Grantor, by: /s/ Carlton B. Crenshaw --------------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: Redfish Bay Terminal, Ocean Drive at Beasley, Aransas Pass, TX 78336 SHERIKON SPACE SYSTEMS, INC., as a New Grantor, by: /s/ Carlton B. Crenshaw --------------------------------------- Name: Carlton B. Crenshaw Title: Vice President Address: 12249 Science Drive, Suite 106, Orlando, FL 32826 MELLON BANK, N.A., as Collateral Agent, by: --------------------------------------- Name: Title: 3 IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written. SHERIKON, INC., as a New Grantor, by: --------------------------------------- Name: Title: Address: 14500 Avion Pkwy, Suite 200, Chantilly, VA 20151 SOUTH TEXAS SHIP REPAIR, INC., as a New Grantor, by: --------------------------------------- Name: Title: Address: Redfish Bay Terminal, Ocean Drive at Beasley, Aransas Pass, TX 78336 SHERIKON SPACE SYSTEMS, INC., as a New Grantor, by: --------------------------------------- Name: Title: Address: 12249 Science Drive, Suite 106, Orlando, FL 32826 MELLON BANK, N.A., as Collateral Agent by: /s/ Leslie A. Grizzard --------------------------------------- Name: Leslie A. Grizzard Title: Vice President Schedule 1 to Supplement No. 2 to the Security Agreement LOCATION OF COLLATERAL 1. Names. (a) The exact corporate name of each Grantor, as such name appears in its respective certificate of incorporation, is as follows: Sherikon, Inc. South Texas Ship Repair, Inc. Sherikon Space Systems, Inc. (b) Set forth below is each other corporate name each Grantor has had in the past five years, together with the date of the relevant change: None. (c) No Grantor has changed its identity or corporate structure in any way within the past five years. Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of corporate organization. If any such change has occurred, include below the information required in this Schedule 1 as to each acquiree or constituent party to a merger or consolidation. (d) The following is a list of all other names (including trade names or similar appellations) used by each Grantor or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time during the past five years: None. (e) Set forth below is the Federal Taxpayer Identification Number of each Grantor: Sherikon, Inc. --72-1019239 South Texas Ship Repair, Inc. --74-2781148 Sherikon Space Systems, Inc. --54-1684887 2 SCHEDULE 1 to Supplement No. 2 to the Security Agreement 2. Current Locations. (a) The chief executive office of each Grantor is located at the address set forth opposite its name below:
Grantor Mailing Address County State - ------- --------------- ------ ----- Sherikon, Inc 14500 Avion Parkway Fairfax VA Ste. 200, Chantilly, Va 20151 South Texas Ship Repair, Inc. Redfish Bay Terminal San Patricio TX Ocean Drive at Beasley Aransas Pass, TX 78336 Sherikon Space Systems, Inc 12249 Science Drive, Orange FL Suite 106 Orlando, Fl 32826
(b) Set forth below opposite the name of each Grantor are all locations where such Grantor maintains any books or records relating to any Accounts Receivable and all other places of business of New Grantor:
Grantor Mailing Address County State - ------- --------------- ------ ----- Sherikon, Inc 14500 Avion Parkway Fairfax VA Ste. 200, Chantilly, Va 20151 South Texas Ship Repair, Inc Redfish Bay Terminal San Patricio TX Ocean Drive at Beasley Aransas Pass, TX 78336 Sherikon, Inc. and 12249 Science Drive, Orange FL Sherikon Space Systems, Inc Suite 106 Orlando, Fl 32826 Sherikon, Inc. 2711 Jefferson Davis Arlington VA Highway, Suite 500, Arlington, VA 22202 Sherikon, Inc. 2805 South Crystal Arlington VA Drive Arlington, VA 22202 Sherikon, Inc. 92 Thomas Johnson Washington MD Drive, Suite 130 Frederick, MD 21702
3 SCHEDULE 1 to Supplement No. 2 to the Security Agreement
Grantor Mailing Address County State - ------- --------------- ------ ----- Sherikon, Inc. 355 N. 21st Street, Ste. 204 Cumberland PA Camp Hill, PA 17011-3707 Sherikon, Inc. 4332 Cerritos Ave., Ste. 106 Orange CA Los Alamitos, CA 90720 Sherikon, Inc. 8610 North New Braunfels, Bexar TX Suite 100 San Antonio, TX 78217 Sherikon, Inc. 9449 Balboa Avenue San Diego CA Suite 111 San Diego, CA 92123 Sherikon, Inc. 8601 Georgia Avenue Montgomery MD Suite 900 Silver Spring, MA 20910 Sherikon, Inc. 5205 Leesburg Pike Fairfax VA Suite 310 Falls Church, VA 22041 Sherikon Space 145 North Altadena Drive Los Angeles CA Systems, Inc. Pasadena, CA 91107
EX-10.25 15 a2051320zex-10_25.txt EXHIBIT 10.25 Exhibit 10.25 EXECUTION COPY AMENDMENT No. 5 and WAIVER dated as of December 31, 2000 (this "Amendment"), to the Credit Agreement dated as of June 23, 1999, as amended by Amendment No. 1 dated as of January 13, 2000, Amendment No. 2 dated as of March 29, 2000, Amendment No. 3 dated as of June 30, 2000, and Amendment No. 4 and Waiver dated as of October 19, 2000 (the "Credit Agreement"), among ANTEON INTERNATIONAL CORPORATION, a Virginia corporation (the "Borrower"), the Lenders (as defined in Article I of the Credit Agreement), CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch, as an Issuing Bank (as defined in Article I of the Credit Agreement), and as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, MELLON BANK, N.A., a national banking association, as syndication agent (in such capacity, the "Syndication Agent"), as swingline lender (in such capacity, the "Swingline Lender"), and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, and DEUTSCHE BANK AG, New York Branch, as documentation agent (in such capacity, the "Documentation Agent"). A. Pursuant to the Credit Agreement, the Lenders and the Issuing Banks have extended, and have agreed to extend, credit to the Borrower. B. The Borrower has requested a limited waiver and amendment of the Credit Agreement as set forth herein. The Required Lenders are willing to grant such waiver and to amend the Credit Agreement on the terms and subject to the conditions set forth herein. C. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Waiver. The Required Lenders hereby waive compliance by the Borrower with the provisions of Section 6.08(b) of the Credit Agreement for the fiscal year ending December 31, 2000, so long as the actual aggregate amount of Capital Expenditures during such fiscal year does not exceed $6,700,000. SECTION 2. Amendments. (a) Section 6.01(j) of the Credit Agreement is hereby amended by deleting the reference to "$500,000" and replacing it with the reference to "$1,000,000". (b) Section 6.09 of the Credit Agreement is hereby amended by replacing the table set forth therein with the following: Date or Period Ratio -------------- ----- December 31, 2000 through September 30, 2001 1.75:1.0 2 October 1,2001 through December 31, 2001 2.00:1.0 March 31, 2002 through December 31, 2002 2.25:1.0 March 31, 2003 through December 31, 2003 2.50:1.0 March 31, 2004 and thereafter 3.00:1.0 SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders, the Administrative Agent, the Issuing Banks, the Collateral Agent, the Syndication Agent and the Documentation Agent that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing. SECTION 4. Amendment Fee. The Borrower agrees to pay to each Lender that executes and delivers a copy of this Amendment to the Administrative Agent (or its counsel) at or prior to 12:00 noon on March 30, 2001, an amendment fee (the "Amendment Fee") in an amount equal to 0.25% of the sum of such Lender's Revolving Credit Commitment (whether used or unused) and outstanding Term Loans, in each case as of the Amendment Effective Date (as defined below). The Amendment Fee shall be payable in immediately available funds on the Amendment Effective Date. Once paid, the Amendment Fee shall not be refundable. SECTION 5. Effectiveness. This Amendment shall become effective as of the date set forth above on the date (the "Amendment Effective Date") that the following conditions are satisfied: (a) the Administrative Agent shall have received the Amendment Fee; and (b) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, the Guarantors and the Required Lenders. SECTION 6. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Issuing Banks, the Collateral Agent, the Administrative Agent, the Syndication Agent or the Documentation Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when 3 so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 8. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 10. Expenses. The Borrower agrees to reimburse the Administrative Agent for all out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. SECTION 11. Acknowledgment of Guarantors. Each of the Guarantors hereby acknowledges receipt and notice of, and consents to the terms of, this Amendment. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. ANTEON INTERNATIONAL CORPORATION, by: /s/ Carlton B. Crenshaw ------------------------------------------ Name: CARLTON B. CRENSHAW Title: SR. V.P. FINANCE AND ADMIN. ANTEON CORPORATION, by: /s/ Carlton B. Crenshaw ------------------------------------------ Name: CARLTON B. CRENSHAW Title: SR. V.P. FINANCE AND ADMIN. INTERACTIVE MEDIA CORP., by: /s/ Carlton B. Crenshaw ------------------------------------------ Name: CARLTON B. CRENSHAW Title: VICE PRESIDENT CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank, by: ------------------------------------------ Name: Title: by: ------------------------------------------ Name: Title: MELLON BANK, NA., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by: ------------------------------------------ Name: Title: 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. ANTEON INTERNATIONAL CORPORATION, by: ------------------------------------------ Name: Title: ANTEON CORPORATION, by: ------------------------------------------ Name: Title: INTERACTIVE MEDIA CORP., by: ------------------------------------------ Name: Title: CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank, by: /s/ Robert Hetu ------------------------------------------ Name: ROBERT HETU Title: DIRECTOR by: /s/ Lalita Advani ------------------------------------------ Name: LALITA ADVANI Title: ASSISTANT VICE PRESIDENT MELLON BANK, NA., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by: ------------------------------------------ Name: Title: 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. ANTEON INTERNATIONAL CORPORATION, by: ------------------------------------------ Name: Title: ANTEON CORPORATION, by: ------------------------------------------ Name: Title: INTERACTIVE MEDIA CORP., by: ------------------------------------------ Name: Title: CREDIT SUISSE FIRST BOSTON, individually and as Administrative Agent and Issuing Bank, by: ------------------------------------------ Name: Title: by: ------------------------------------------ Name: Title: MELLON BANK, NA., individually and as Collateral Agent, Swingline Lender and Syndication Agent, by: /s/ David H. Reed ------------------------------------------ Name: DAVID H. REED Title: 1st VICE PRESIDENT Signature Page for Amendment No. 5 and Waiver dated as of December 31, 2000 to the Anteon Credit Agreement SHERIKON, INC. by: /s/ Carlton B. Crenshaw ---------------------------------------------- Name: Carlton B. Crenshaw Title: Senior Vice President, Finance and Administration SOUTH TEXAS REPAIR, INC. by: /s/ Carlton B. Crenshaw ---------------------------------------------- Name: Carlton B. Crenshaw Title: Senior Vice President, Finance and Administration SHERIKON SPACE SYSTEMS, INC. by: /s/ Carlton B. Crenshaw ---------------------------------------------- Name: Carlton B. Crenshaw Title: Senior Vice President, Finance and Administration ANTEON - CITI, LLC by: /s/ Curtis L. Schehr ---------------------------------------------- Name: Curtis L. Schehr Title: Vice President Signature Page for Amendment No. 5 and Waiver dated as of December 31, 2000 to the Anteon Credit Agreement To Approve the Amendment: Name of Institution: Mellon Bank -------------------------------------------------- by: /s/ David H. Reed ---------------------------------------------- Name: David H. Reed Title: 1st Vice President Signature Page for Amendment No. 5 and Waiver dated as of December 31, 2000 to the Anteon Credit Agreement To Approve the Amendment: Transamerica Business Capital Corporation (successor to Transamerica Business Credit Corporation) by: /s/ Stephen K. Goetschius ---------------------------------------------- Name: Stephen K. Goetschius Title: Senior Vice President Signature Page for Amendment No. 5 and Waiver dated as of December 31, 2000 to the Anteon Credit Agreement IBM Credit Corporation by: /s/ Thomas S. Curcio ---------------------------------------------- Name: Thomas S. Curcio Title: Manager of Credit, Commercial and Specialty Financing Signature Page for Amendment No. 5 and Waiver dated as of December 31, 2000 to the Anteon Credit Agreement To Approve the Amendment: Name of Institution: FLEET NATIONAL BANK -------------------------------------------------- by: /s/ Roger C. Boucher ---------------------------------------------- Name: Roger C. Boucher Title: Director Signature Page for Amendment No. 5 and Waiver dated as of December 31, 2000 to the Anteon Credit Agreement To Approve the Amendment: Name of Institution: Deutsche Bank AG, New York Branch and/or Cayman Islands Branch by: /s/ David G. Dickinson, Jr. ---------------------------------------------- Name: David G. Dickinson, Jr. Title: Vice President by: /s/ Christopher A. Koch ---------------------------------------------- Name: Christopher A. Koch Title: Vice President Signature Page for Amendment No. 5 and Waiver dated as of December 31, 2000 to the Anteon Credit Agreement To Approve the Amendment: Name of Institution: Branch Banking & Trust Company -------------------------------------------------- by: /s/ Ronald P. Gudbrandsen ---------------------------------------------- Name: Ronald P. Gudbrandsen Title: Vice President Signature Page for Amendment No. 5 and Waiver dated as of December 31, 2000 to the Anteon Credit Agreement To Approve the Amendment: Name of Institution: Bank Polska Kasa Opieki S.A. -------------------------------------------------- by: /s/ Hussein B. El-Tawil ---------------------------------------------- Name: Hussein B. El-Tawil Title: Vice President Signature Page for Amendment No. 5 and Waiver dated as of December 31, 2000 to the Anteon Credit Agreement To Approve the Amendment: Name of Institution: The Bank of Nova Scotia -------------------------------------------------- by: /s/ Todd S. Meller ---------------------------------------------- Name: TODD S. MELLER Title: MANAGING DIRECTOR Signature Page for Amendment No. 5 and Waiver dated as of December 31, 2000 to the Anteon Credit Agreement To Approve the Amendment: Name of Institution: PNC BUSINESS CREDIT -------------------------------------------------- by: /s/ Eric Huff ---------------------------------------------- Name: ERIC HUFF Title: ASSISTANT VICE PRESIDENT -----END PRIVACY-ENHANCED MESSAGE-----