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/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Address: 00000 Xxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000
SOUTH TEXAS SHIP REPAIR, INC., as a New
Grantor,
by: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Address: Xxxxxxx Xxx Xxxxxxxx, Xxxxx
Xxxxx at Xxxxxxx, Xxxxxxx Xxxx, XX
00000
SHERIKON SPACE SYSTEMS, INC., as a
New Grantor,
by: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Address: 00000 Xxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, XX 00000
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: 00000 Xxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000
SOUTH TEXAS SHIP REPAIR, INC., as a New
Grantor,
by:
---------------------------------------
Name:
Title:
Address: Xxxxxxx Xxx Xxxxxxxx, Xxxxx
Xxxxx at Xxxxxxx, Xxxxxxx Xxxx, XX
00000
SHERIKON SPACE SYSTEMS, INC., as a
New Grantor,
by:
---------------------------------------
Name:
Title:
Address: 00000 Xxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, XX 00000
MELLON BANK, N.A., as Collateral Agent
by: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
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 00000 Xxxxx Xxxxxxx Xxxxxxx XX
Xxx. 000, Xxxxxxxxx,
Xx 00000
South Texas Ship Repair, Inc. Redfish Bay Terminal San Xxxxxxxx TX
Ocean Drive at Xxxxxxx
Xxxxxxx Xxxx, XX 00000
Sherikon Space Systems, Inc 00000 Xxxxxxx Xxxxx, Xxxxxx XX
Xxxxx 000
Xxxxxxx, Xx 00000
(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 00000 Xxxxx Xxxxxxx Xxxxxxx XX
Xxx. 000, Xxxxxxxxx,
Xx 00000
South Texas Ship Repair, Inc Redfish Bay Terminal San Xxxxxxxx TX
Ocean Drive at Xxxxxxx
Xxxxxxx Xxxx, XX 00000
Sherikon, Inc. and 00000 Xxxxxxx Xxxxx, Xxxxxx XX
Sherikon Space Systems, Inc Xxxxx 000
Xxxxxxx, Xx 00000
Sherikon, Inc. 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx XX
Xxxxxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000
Sherikon, Inc. 0000 Xxxxx Xxxxxxx Xxxxxxxxx XX
Xxxxx Xxxxxxxxx, XX 00000
Sherikon, Inc. 92 Xxxxxx Xxxxxxx Xxxxxxxxxx XX
Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
3
SCHEDULE 1 to
Supplement No. 2 to
the Security Agreement
Grantor Mailing Address County State
------- --------------- ------ -----
Sherikon, Inc. 000 X. 00xx Xxxxxx, Xxx. 000 Xxxxxxxxxx XX
Xxxx Xxxx, XX 00000-0000
Sherikon, Inc. 0000 Xxxxxxxx Xxx., Xxx. 000 Xxxxxx XX
Los Xxxxxxxx, XX 00000
Sherikon, Inc. 0000 Xxxxx Xxx Xxxxxxxxx, Xxxxx XX
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Sherikon, Inc. 0000 Xxxxxx Xxxxxx Xxx Xxxxx XX
Xxxxx 000
Xxx Xxxxx, XX 00000
Sherikon, Inc. 0000 Xxxxxxx Xxxxxx Xxxxxxxxxx XX
Xxxxx 000
Xxxxxx Xxxxxx, XX 00000
Sherikon, Inc. 0000 Xxxxxxxx Xxxx Xxxxxxx XX
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Sherikon Space 000 Xxxxx Xxxxxxxx Xxxxx Xxx Xxxxxxx XX
Systems, Inc. Xxxxxxxx, XX 00000
