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/ Xxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Address: 0000 Xxxxxxxxxx Xx.
Xxxxxxx, Xxxxxxxx 00000
MELLON BANK, N.A., as Collateral Agent,
by: /s/ J. Xxxxxxx Xxxxxxxx
-----------------------------------
Name: J. Xxxxxxx Xxxxxxxx
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
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DEBT SECURITIES
Principal
Issuer Amount Date of Note Maturity Date
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