Exhibit 10.10
AMENDMENT No. 6, WAIVER and AGREEMENT dated
as of February 1, 2002 (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, Amendment
No. 4 and Waiver dated as of October 19, 2000, and
Amendment No. 5 and Waiver dated as of December 31,
2000 (the "CREDIT AGREEMENT"), among ANTEON
INTERNATIONAL CORPORATION, a Virginia corporation
("ANTEON" or 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, CITIZENS BANK OF PENNSYLVANIA, 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. Anteon has informed the Administrative Agent that (i) Holdings has
changed its name to Anteon International Corporation and (ii) Anteon intends to
merge (the "MERGER") with and into Holdings, with Holdings being the surviving
corporation of the Merger. Upon the consummation of the Merger, Holdings will
succeed to all the rights and be bound by all the obligations of Anteon,
including Anteon's rights and obligations as the Borrower under the Credit
Agreement and the other Loan Documents to which Anteon is a party.
C. Anteon has further informed the Administrative Agent that (i)
immediately prior to the Merger, (x) the holder of the Holdings Convertible
Notes will convert (the "CONVERSION") such notes in accordance with their terms
into shares of non-voting common stock of Holdings and (y) Holdings will pay in
cash to such holder accrued and unpaid interest on the Holdings Convertible
Notes (the "CASH INTEREST PAYMENT"), (ii) in connection with the Merger, all the
then-outstanding shares of common stock of Holdings will be converted into a
single class of common stock (the "COMMON STOCK"), (iii) in connection with the
Merger, the then-outstanding common stock of Anteon held by Holdings will be
cancelled, and the then-outstanding common stock of Anteon held by other
shareholders will be converted (subject to the exercise of appraisal rights)
into Common Stock, (iv) in connection with the Merger, Holdings will prepay the
Investor Note held by Azimuth Technologies, L.P., in the aggregate outstanding
principal amount of approximately $11,500,000, together with accrued and unpaid
interest thereon (the "AZIMUTH PREPAYMENT"), and (v) immediately after the
Merger, the Borrower will engage in an underwritten public offering of Common
Stock of, and by, the Borrower pursuant to a registration statement (the
"REGISTRATION STATEMENT") filed with the Securities and Exchange Commission in
accordance with the Securities Act of 1933, as amended, and expects to receive
Net Cash Proceeds therefrom of at least $68,000,000 (the "IPO"). The
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transactions described in this paragraph, together with the Merger, are
collectively referred to herein as the "RECAPITALIZATION".
D. Anteon has requested that the Required Lenders agree to waive
compliance by the Borrower with, and/or modify, certain provisions of the Credit
Agreement to permit and/or give effect to the consummation of the
Recapitalization and certain related transactions as described herein. The
Required Lenders, on the terms and subject to the conditions set forth herein,
are willing to agree to such waivers and modifications.
E. 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. (a) The Required Lenders hereby waive
compliance by the Borrower with the provisions of Section 6.05(a) of the Credit
Agreement to the extent, but only to the extent, necessary to allow the Merger
to occur.
(b) The Required Lenders and the Borrower hereby agree that,
notwithstanding the provisions of Section 2.13(d) of the Credit Agreement, the
Borrower shall only be required to use $8,000,000 of the Net Cash Proceeds of
the IPO to prepay the Term Loans in accordance with such Section; PROVIDED,
HOWEVER, that, if, on the later to occur of (i) March 31, 2002 (after giving
effect to the scheduled amortization payment to be made on such date), and (ii)
the Amendment Effective Date, the outstanding principal amount of the Term Loans
shall exceed $25,000,000, then on such date the Borrower shall make an
additional mandatory prepayment of Term Loans under Section 2.13(g) of the
Credit Agreement in an amount sufficient to eliminate such excess.
(c) The Required Lenders hereby waive compliance by the Borrower with
the provisions of Section 6.07 of the Credit Agreement to the extent, but only
to the extent, necessary to permit (i) the Merger, the Conversion, the Azimuth
Prepayment and the Cash Interest Payment and (ii) upon consummation of the
Recapitalization, the payment of up to $3,600,000 in the aggregate to
Xxxxxx-Xxxxxx Capital, Inc. in connection with the termination of the management
advisory agreement between Anteon and Xxxxxx-Xxxxxx Capital, Inc. (the
"TERMINATION FEE").
(d) The Required Lenders hereby waive compliance by the Borrower with
the provisions of Section 6.14(b) of the Credit Agreement to the extent, but
only to the extent, necessary to permit the Borrower (i) to use a portion of the
Net Cash Proceeds of the IPO to either redeem under Section 5 of the Senior
Subordinated Notes, or repurchase from time to time, up to $25,000,000 aggregate
principal amount of Senior Subordinated Notes (together with the premium
required by such section and accrued and unpaid interest thereon) and (ii) to
repurchase from time to time up to $10,000,000 aggregate principal amount of
Senior Subordinated Notes; PROVIDED, HOWEVER, that, in the case of this clause
(ii), after giving effect to any such repurchase (including the incurrence of
any Indebtedness to finance the same), (x) no Default or Event of Default shall
have occurred and be continuing, (y) the Senior Leverage Ratio shall be less
than or equal to 2.0 to 1.0 and (z) the Borrowing Base shall exceed the
Aggregate Revolving Credit Exposure by at least $10,000,000.
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(e) The Required Lenders hereby waive compliance by the Borrower with
the provisions of Section 6.14(d) of the Credit Agreement to the extent, but
only to the extent, necessary to permit the Borrower to amend its Certificate of
Incorporation and Bylaws and to enter into agreements with respect to its Equity
Interests, in each case substantially as described in the Registration
Statement.
(f) The Borrower, the Required Lenders and Holdings hereby agree that
because, as a result of the Merger, Holdings will succeed to all the rights and
be bound by all the obligations of Anteon, including Anteon's rights and
obligations as the Borrower under the Credit Agreement, upon the consummation of
the Merger all references to "Holdings" in the Credit Agreement will be null and
void.
SECTION 2. AMENDMENTS. (a) The second paragraph of the preamble to the
Credit Agreement is hereby amended by adding the following sentence at the end
thereof:
"Proceeds of any Incremental Term Loans are to be used solely to
finance Permitted Acquisitions and to pay related fees and expenses."
(b) Section 1.01 of the Credit Agreement is hereby amended by inserting
in the appropriate alphabetical order therein the following:
"AMENDMENT NO. 6" shall mean Amendment No. 6, Waiver and
Agreement dated as of February 1, 2002, to this Agreement.
"INCREMENTAL TERM LENDER" shall mean a Lender with an
Incremental Term Loan Commitment or an outstanding Incremental Term
Loan.
"INCREMENTAL TERM LOAN AMOUNT" shall mean, at any time, the
excess, if any, of $50,000,000 over the aggregate amount of all
Incremental Term Loan Commitments established prior to such time
pursuant to Section 2.24.
"INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT" shall mean an
Incremental Term Loan Assumption Agreement in form and substance
reasonably satisfactory to the Administrative Agent, among the
Borrower, the Administrative Agent and one or more Incremental Term
Lenders.
"INCREMENTAL TERM LOAN COMMITMENT" shall mean the commitment
of any Lender, established pursuant to Section 2.24, to make
Incremental Term Loans to the Borrower.
"INCREMENTAL TERM LOAN MATURITY DATE" shall mean the final
maturity date of any Incremental Term Loan, as set forth in the
applicable Incremental Term Loan Assumption Agreement.
"INCREMENTAL TERM LOAN REPAYMENT DATES" shall mean the dates
scheduled for the repayment of principal of any Incremental Term Loan,
as set forth in the applicable Incremental Term Loan Assumption
Agreement.
"INCREMENTAL TERM LOANS" shall mean term loans made by one or
more Lenders to the Borrower pursuant to an Incremental Term Loan
Assumption Agreement. Incremental Term Loans may be made in the form of
additional Term
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Loans or, to the extent permitted by Section 2.24 and provided for in
the relevant Incremental Term Loan Assumption Agreement, Other Term
Loans.
"OTHER TERM LOANS" shall have the meaning assigned to such
term in Section 2.24(a).
"TERM LENDER" shall mean a Lender with a Term Loan Commitment
or an outstanding Term Loan.
(c) The definition of the term "Applicable Percentage" set forth in
Section 1.01 of the Credit Agreement is hereby amended by inserting the words
"(except as otherwise provided in the Incremental Term Loan Assumption Agreement
with respect to any Incremental Term Loan)" after the words "shall mean" in the
first sentence thereof.
(d) The definition of the term "Change of Control" set forth in Section
1.01 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
"CHANGE IN CONTROL" shall mean (a) the failure by the
Permitted Investors to own, directly or indirectly, beneficially and of
record, Equity Interests in the Borrower representing at least 35% of
the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests in the Borrower; (b) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any
person or group (within the meaning of the Securities Exchange Act of
1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof) other than the Permitted Investors, of
Equity Interests representing a greater percentage of the aggregate
ordinary voting power represented by the issued and outstanding Equity
Interests in the Borrower then held, directly or indirectly,
beneficially and of record, by the Permitted Investors; (c) occupation
of a majority of the seats (other than vacant seats) on the board of
directors of the Borrower by persons who were neither (i) nominated by
the board of directors of the Borrower or any Permitted Investor nor
(ii) appointed by the directors so nominated; or (d) the occurrence of
a "Change of Control" or similar event (however denominated) under and
as defined in the Senior Subordinated Note Documents or any other
Indebtedness of the Borrower or any Subsidiary in an aggregate
outstanding principal amount in excess of $10,000,000.
(e) The last sentence of the definition of the term "EBITDA" set forth
in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
"Except for purposes of determining the Leverage Ratio as that
term is used in the definition of the term "Applicable Rate",
EBITDA for any period ending on or after the date the
Recapitalization (as defined in Amendment No. 6) is
consummated shall be adjusted by adding thereto (without
duplication and only to the extent deducted in calculating Net
Income for such period) (i) the amount of the Termination Fee
(as defined in Amendment No. 6) actually paid during such
period, (ii) fees paid during such period in an aggregate
amount not to exceed $3,000,000 and associated with the early
termination of Hedging Agreements as a result of the
transactions contemplated by Amendment No. 6, (iii) premiums
paid during such period in an aggregate amount not to exceed
$4,200,000 in respect of the redemption and repurchases of
Senior Subordinated Notes as
5
permitted by Amendment No. 6, (iv) charges during such period
in respect of unamortized fees in respect of the Loans and (v)
other non-recurring charges during such period in connection
with the Recapitalization in an aggregate amount not to exceed
$1,000,000."
(f) The definition of the term "Loan Documents" set forth in Section
1.01 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
"LOAN DOCUMENTS" shall mean this Agreement, the Subsidiary
Guarantee Agreement, the Security Documents, the Indemnity, Subrogation
and Contribution Agreement and each Incremental Term Loan Assumption
Agreement.
(g) The definition of the term "Term Loan Commitments" set forth in
Section 1.01 of the Credit Agreement is hereby amended by adding the following
sentence at the end thereof:
"Unless the context shall otherwise require, after the effectiveness of
any Incremental Term Loan Commitment the term "Term Loan Commitments"
shall include such Incremental Term Loan Commitment."
(h) The definition of the term "Term Loans" set forth in Section 1.01
of the Credit Agreement is hereby amended by adding the following sentence at
the end thereof:
"Unless the context shall otherwise require, the term "Term Loans"
shall include any Incremental Term Loans."
(i) Section 2.09(a) of the Credit Agreement is hereby amended by
inserting the words "(other than any Incremental Term Loan Commitments, which
shall terminate in accordance with the applicable Incremental Term Loan
Assumption Agreement)" after the word "Commitments" in the first sentence
thereof.
(j) Section 2.10(vii) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(vii) no Interest Period may be selected for any Eurodollar
Term Borrowing that would end later than a Repayment Date or an
Incremental Term Loan Repayment Date, as applicable, occurring on or
after the first day of such Interest Period if, after giving effect to
such selection, the aggregate outstanding amount of (A) the Eurodollar
Term Borrowings comprised of Term Loans and Incremental Term Loans, as
applicable, with Interest Periods ending on or prior to such Repayment
Date or Incremental Term Loan Repayment Date, respectively, and (B) the
ABR Term Loan Borrowings comprised of Term Loans and Incremental Term
Loans, as applicable, would not be at least equal to the principal
amount of Term Borrowings to be paid on such Repayment Date or
Incremental Tem Loan Repayment Date, respectively."
(k) Section 2.11 of the Credit Agreement is hereby amended by (i)
inserting the words "(other than Term Borrowings consisting of Other Term
Loans)" after the word "Borrowings" in the first sentence of paragraph (a)
thereof, (ii) redesignating paragraph (b) thereof as paragraph "(c)" and (iii)
inserting therein the following new paragraph (b):
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"(b) The Borrower shall pay to the Administrative
Agent, for the account of the Lenders, on each Incremental
Term Loan Repayment Date, a principal amount of the Other Term
Loans (as adjusted from time to time pursuant to Sections 2.12
and 2.13(g)) equal to the amount set forth for such date in
the applicable Incremental Term Loan Assumption Agreement. To
the extent not previously paid, all Incremental Term Loans
shall be due and payable on the Incremental Term Loan Maturity
Date."
(l) Section 2.13 of the Credit Agreement is hereby amended by adding
the following new paragraph at the end thereof:
"(i) To the extent so provided in the applicable
Incremental Term Loan Assumption Agreement, so long as any
Term Loans shall remain outstanding, any Incremental Term
Lender may elect, by notice to the Administrative Agent in
writing no later than 3:00 p.m., New York City time, at least
two Business Days prior to any prepayment of Incremental Term
Loans required to be made by the Borrower for the account of
such Lender pursuant to this Section 2.13, to cause all or a
portion of such prepayment to be applied instead to prepay
Term Loans in accordance with paragraph (g) above."
(m) Article II of the Credit Agreement is hereby amended by adding the
following Section 2.24 at the end thereof:
"SECTION 2.24. INCREASE IN TERM LOAN COMMITMENTS.
(a) The Borrower may, by written notice to the Administrative
Agent from time to time, request Incremental Term Loan
Commitments in an amount not to exceed the Incremental Term
Loan Amount from one or more Incremental Term Lenders, which
may include any existing Lender; provided that each
Incremental Term Lender, if not already a Lender hereunder,
shall be subject to the approval of the Administrative Agent
(which approval shall not be unreasonably withheld). Such
notice shall set forth (i) the amount of the Incremental Term
Loan Commitments being requested (which shall be in minimum
increments of $5,000,000 and a minimum amount of $10,000,000
or equal to the remaining Incremental Term Loan Amount), (ii)
the date on which such Incremental Term Loan Commitments are
requested to become effective (which shall not be less than 10
Business Days nor more than 60 days after the date of such
notice), and (iii) whether such Incremental Term Loan
Commitments are to be Term Loan Commitments or commitments to
make term loans with economic terms (such as interest rates,
maturities and amortization schedules) that are different from
the Term Loans ("OTHER TERM LOANS").
(b) The Borrower and each Incremental Term Lender
shall execute and deliver to the Administrative Agent an
Incremental Term Loan Assumption Agreement and such other
documentation as the Administrative Agent shall reasonably
specify to evidence the Incremental Term Loan Commitment of
such Incremental Term Lender. Each Incremental Term Loan
Assumption Agreement shall specify the terms of the
Incremental Term Loans to be made thereunder; PROVIDED that,
without the prior written consent of the Required Lenders, (i)
the final maturity date of any Other Term Loans shall be no
earlier than the Term Loan
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Maturity Date and (ii) the average life to maturity of any
Other Term Loans shall be no shorter than the average life to
maturity of the Term Loans. The Administrative Agent shall
promptly notify each Lender as to the effectiveness of each
Incremental Term Loan Assumption Agreement. Each of the
parties hereto hereby agrees that, upon the effectiveness of
any Incremental Term Loan Assumption Agreement, this Agreement
shall be deemed amended to the extent (but only to the extent)
necessary to reflect the existence and terms of the
Incremental Term Loan Commitment evidenced thereby.
(c) Notwithstanding the foregoing, no Incremental
Term Loan Commitment shall become effective under this Section
2.24 unless (i) on the date of such effectiveness, the
conditions set forth in paragraphs (b) and (c) of Section 4.01
shall be satisfied and the Administrative Agent shall have
received a certificate to that effect dated such date and
executed by a Financial Officer of the Borrower, and (ii) the
Administrative Agent shall have received (with sufficient
copies for each of the Incremental Term Lenders) legal
opinions, board resolutions and an officer's certificate
consistent with those delivered on the Closing Date under
paragraphs (a) and (c) of Section 4.02.
(d) Each of the parties hereto hereby agrees that the
Administrative Agent may take any and all action as may be
reasonably necessary to ensure that all Incremental Term Loans
(other than Other Term Loans), when originally made, are
included in each Borrowing of outstanding Term Loans on a pro
rata basis. This may be accomplished at the discretion of the
Administrative Agent by requiring each outstanding Eurodollar
Term Borrowing to be converted into an ABR Term Borrowing on
the date of each Incremental Term Loan, or by allocating a
portion of each Incremental Term Loan to each outstanding
Eurodollar Term Borrowing on a pro rata basis, even though as
a result thereof such Incremental Term Loan may effectively
have a shorter Interest Period than the Term Loans included in
the Borrowing of which they are a part (and notwithstanding
any other provision of this Agreement that would prohibit such
an initial Interest Period). Any conversion of Eurodollar Term
Loans to ABR Term Loans required by the preceding sentence
shall be subject to Section 2.16. If any Incremental Term Loan
is to be allocated to an existing Interest Period for a
Eurodollar Term Borrowing then, subject to Section 2.07, the
interest rate applicable to such Incremental Term Loan for the
remainder of such Interest Period shall equal the Adjusted
LIBO Rate for a period approximately equal to the remainder of
such Interest Period (as determined by the Administrative
Agent two Business Days before the date such Incremental Term
Loan is made) plus the Applicable Percentage. In addition, to
the extent any Incremental Term Loans are not Other Term
Loans, the scheduled amortization payments under Section
2.11(a) required to be made after the making of such
Incremental Term Loans shall be ratably increased to reflect
the aggregate principal amount of such Incremental Term Loans.
In such event, the Administrative Agent shall prepare and
distribute to the Borrower and the Lenders an updated
amortization schedule which shall be conclusive absent
manifest error."
(n) Section 6.01 of the Credit Agreement is hereby amended as follows:
8
(i) by deleting the amount "$1,000,000" set forth in
subsection (j) and substituting therefor the amount "$1,500,000";
(ii) by deleting the word "and" at the end of subsection (k);
(iii) by replacing the period at the end of subsection (l)
with the words "; and"; and
(iv) by inserting the following new subsection (m):
"(m) Unsecured Guarantees by the Borrower of loans
made by third parties to members of senior management of the Borrower
and the Subsidiaries in an aggregate principal amount not to exceed
$3,000,000 at any time outstanding."
(o) Section 6.04 of the Credit Agreement is hereby amended as follows:
(i) by deleting the amount "$4,000,000" set forth in
subsection (h) and substituting therefor the amount "$6,000,000"; and
(ii) by deleting the amount "$4,000,000" set forth in
subsection (p) and substituting therefor the amount "$10,000,000".
(p) Section 6.06(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(a) Declare or pay, directly or indirectly, any dividend or
make any other distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, with
respect to any of its Equity Interests or directly or indirectly
redeem, purchase, retire or otherwise acquire for value (or permit any
Subsidiary to purchase or acquire) any of its Equity Interests or set
aside any amount for any such purpose; provided, however, that (i) any
Subsidiary may declare and pay dividends or make other distributions
ratably to the holders of its Equity Interests and (ii) so long as no
Event of Default or Default shall have occurred and be continuing or
would result therefrom, the Borrower may repurchase its Equity
Interests owned by employees of the Borrower or make payments to
employees of the Borrower or any of its Subsidiaries, in each case upon
termination of employment in connection with the exercise of stock
options, stock appreciation rights or similar equity incentives or
equity based incentives pursuant to incentive plans or in connection
with the death or Disability of such employees in an aggregate amount
not to exceed $10,000,000 in any fiscal year."
(q) Section 6.12 of the Credit Agreement is hereby amended by replacing
the table set forth therein with the following:
DATE OR PERIOD RATIO
-------------- -----
October 1, 2001 through December 31, 2001 3.50:1.0
January 1, 2002 through December 31, 2003 2.50:1.0
January 1, 2004 and thereafter 2.25:1.0
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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 February 1, 2002 (the "SIGNING
DATE"), an amendment fee (the "AMENDMENT FEE") (i) in an amount, payable on the
Signing Date, equal to 0.125% of the sum of such Lender's Revolving Credit
Commitment (whether used or unused) and outstanding Term Loans as of the Signing
Date, and (ii) in an amount, payable on the Amendment Effective Date (as defined
below), equal to 0.125% of the sum of such Lender's Revolving Credit Commitment
(whether used or unused) and outstanding Term Loans as of the Amendment
Effective Date, calculated on a pro forma basis after giving effect to the
prepayment of Term Loans made and required to be made pursuant to Section 1(b)
hereof. The Amendment Fee shall be payable in immediately available funds. 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") occurring
on or prior to September 30, 2002, that the following conditions are satisfied:
(a) the Administrative Agent shall have received the Amendment
Fee;
(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; and
(c) the IPO shall have been or shall simultaneously be
consummated.
SECTION 6. EFFECT OF AMENDMENT; EFFECT OF MERGER. (a) 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.
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(b) Immediately upon the consummation of the Merger, and without the
need for any further action, Holdings shall succeed to all the rights and be
bound by all the obligations of the Borrower under the Credit Agreement and the
other Loan Documents to which the Borrower is a party as if originally named the
Borrower therein. Without limiting its obligations under Section 5.12 of the
Credit Agreement, Holdings agrees to execute any and all further documents,
financing statements, agreements and instruments, and to take all further action
that may be required under applicable law or that the Required Lenders, the
Administrative Agent or the Collateral Agent may request, in order to effectuate
the foregoing.
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 & Xxxxx, 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.
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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,
the Borrower,
by: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Sr. V.P. Finance and CFO
ANTEON INTERNATIONAL CORPORATION,
Holdings,
by: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Sr. V.P. Finance and CFO
ANTEON CORPORATION,
by: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Sr. V.P. Finance and CFO
XXXXXX PROPERTY HOLDING, INC.,
by: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Secretary
CITI-SIUS LLC,
by: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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XXXXX XXXXX SHIP REPAIR, INC.,
by: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Sr. V.P. and Treasurer
CREDIT SUISSE FIRST BOSTON,
individually and as Administrative
Agent and Issuing Bank,
by: /s/ Xxxxxx Xxxx
--------------------------------
Name: Xxxxxx Xxxx
Title: Director
by: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Associate
CITIZENS BANK OF PENNSYLVANIA, a
Pennsylvania state chartered bank,
as assignee of Mellon Bank, N.A.,
individually and as Collateral
Agent, Swingline Lender and
Syndication Agent,
by: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
13
SIGNATURE PAGE TO AMENDMENT NO. 6,
WAIVER AND AGREEMENT DATED AS OF
FEBRUARY 1, 2002, TO THE ANTEON
INTERNATIONAL CORPORATION CREDIT
AGREEMENT.
Name of Lender: Branch Banking & Trust Company
-----------------------------------
by: /s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
