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