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HomeMy WebLinkAbout01-0596Oebtor name (last name frost if individucfl) and mailing address: SHERIKON, INC. 14500 AVIAN PARKWAY, SUITE 200 CHANTILL¥, VA 20151 Tax ID: 72-1019239 Oeblor name (last name first if individualJ and mailing address: la Debtor name (last name li~t if individuaQ and mailing address: )b Secured I'~flY(les) name(s} (lost name first it individuail and address for security interest information: MELLON B.ad~TIC, N.A., AS COLLATERAL AGENT 1901 RESEARCH BOULEVARD ROCKVILLE, MD 20850 Assignee(s) el secered S'a~y name(s) (lost name first if indlviduaJJ and address for security interest information: FINANCING STATEMENT Uniform Commercial Code Form UCC-I IMPORTANT- P!ease read instructions before complefin,q F0thg No. (stomped by 011ng officer{: Dat~, Time, Filing Office (stompecJ {Dy tiling officer} 5 1he Financing Stateme~~fol?,flj,J~:~Xu~nt to the Uniform Commercial Code and is to be filed with tt~~ble box). ~SecreJow ut lhe Commonw~Jth. ~Prothonolo~ of P~ C~E~D County. ~reaI estate Rec~ds of County. 6 Number ~ Ad~ffion~ ~heeb {if anv} 7 O~onal Soecl~ Iden~c~on (Max. 10 choracte~): B COL~TE~L identi~y co(lateral by item ,and/or N~: ~L NOW O~ED OR ~TER ACQ~D ACCO[~TS, DOC~ENTS, ~S~ENTS, GENE~ ~T~G~LES, CHATTEL P~E~ I~S~ENT PROPERTY, GOODS, EQ~P~NT ~D ~VENTORY, ~D PRODUCTS ~ PROCEEDS THE~OF, ~ DESC~ED ON ~EX I ATTACHED ~TO ~ ~CO~O~TED BY ~FE~NCE ~. 2a Special Types el Forties (Check if applicable): C"lThe terms "Debtor" and "Secured Party" mean "Lessee" and "Lesso~", respectively. ['IThe terms "Debtor" and "Secured Party" mean "Consignee" and "Consignor", respectively. [] Debtor is o Transmitting Utility. 3 SECURED FARI'Y SIGNATURE(S) lhb statement Is filed wltfl only Ihe Secured Pafly's signah~e to pedect a security interest Jn col~teral (check applicable box,~es))- a. glacqulred after a change of name, Identity or corporate structure of the Debtor. b. J--las to which the filing has lapsed. Debtor Signature(si: C. already subject to a security interest in anathe~ county in Pennsylvania - []when the collateral was moved to this county, []when the Debtor's residence or place of business was moved to this county. d. akeady subiect to a security interest in another Jurisdiction - []when the collateral was moved to Pennsylvania, rlwhe~ the Debtor's IocaOon was moved 1o Pennsylvania. e. []which is proceeds of The aoilateral described in bicck 9, in which a security interest was previously perfected describe proceeds in block 9, if purchased with cash proceeds and not adequately descrlaed on the adequate¥ descn'bed on the original financing statement. RETURN RECEIPT TO: [] (check only if deskedl Products of the collateral ore also covered. 9 Identify related ted estate if applicable, The co(lateral is, or incJudes (check appropriate boxJes) - a. []crops growing or to be grown on - b. J-Jgoods which are or are to become fixture on - c. r'Jmlnerais or the i~e (including oil and gas) as extracted on - d. rlaccounfs resulting from the sale at minerals or the [ike (including oil and gas) of the welJhead or minehead on - the following real estate: Skeet Address: Describe at: Book of (check one) [] Deeds r-JModgages, at Page(s).__ for County. Uniform Parcel Identifier J"JDescn'bed on Additional Sheet. Name el recerd owner (requYed only if no Debtor has on interesl of record): DEBTOR SIGNATURE(SI 1 SHER1KON, INC. Secured I'arty Signature(s): (Required only if box(es) is checked above): MELLON BANK, N.A., AS COLLATERAL AGENT / Intercounty Clearance Carp 440NinthAvenue NewYork, NY10001 000O0O8518 10 PA,CUMBERLAND Prothonotary (1) Filing Office Original Approved by the Secretory of the CommenweoJth ot Pennsylvania 11 01911 12 ANNEX I A. This Annex I, consisting of seven (7) pages, is attached to and incorporated in a financing statement pertaining to (i) the Security Agreement dated as of June 23, 1999 (as further amended, supplemented or otherwise modified from time to time, the "Security Agreement"), among Anteon Corporation, a Virginia corporation (the "Borrowe?'), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"; each of the Subsidiary Guarantors and the Borrower are referred to, individually, as a "Grantor" and, collectively, as the "Grantors") and Mellon Bank, N.A., a national banking association, as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined below), and (ii) the Credit Agreement dated as of June 23, 1999 (as further 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, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and as issuing bank in such capacity, the "Issuing Banld'), Mellon Bank, N.A., as Collateral Agent, swingline lender and syndication agent, and Deutsche Bank AG, New York Branch, as documentation agent. The Financing Statement that this Annex I is attached to covers all of the following, whether now owned or hereafter acquired by the Debtor named in the Financing Statement to which this Annex I is attached (the "Debtor") or in which the Debtor now has or at any time in the future may acquire any right, title or interest in, to and under (collectively, the "Collateral"): (i) all Accounts Receivable; (ii) all Chattel Paper; (iii) all Contract Rights; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles; (vii) all Inventory; (viii) all cash and cash accounts; (ix) all Intellectual Property; (x) all Investment Property; and >' (xi) all Proceeds; provided that the Collateral shall not include (i) except as set forth in Section 9-318 of the.Uniform Commercial Code, any agreement or License which cannot be pledged or assigned according to its terms or the pledge or assignment of which requires the consent of any third party unless such third party has consented thereto, (ii) Investment Property ' 2 evidenced by a certificate pledged under the Pledge Agreement, (iii) property subject to a Lien permitted by Section 6.02(h) of the Credit Agreement and (iv) property acquired after the Closing Date and subject to Liens permitted by Section 6.02 (1) of the Credit Agreement to the extent that the terms of the Indebtedness secured by such Liens do not permit the creation of additional Liens thereon. B. As used herein, the following terms shall have the following meanings: "Account Debto?' shall mean any person who is or who may become obligated to tho Debtor under, with respect to or on account o£an Account. "Accounts" shall mean any and all fight, title and interest of the Debtor to payment for goods and services sold or leased, charterhire, freights, sub-freights, including any such fight evidenced by chattel paper, whether due or to become due, whether or not it has been earned by performance, and whether now or hereafter acquired or arising in the future, including accounts receivable from Affiliates of the Debtor. "Accounts Receivable" shall mean all Accounts and all right, title and interest in any returned goods, together with all rights, titles, securities and guarantees with respect thereto, including any fights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired. "Affiliate" shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. "Chattel Paper" shall mean (a) a writing or writings which evidence both a monetary obligation and a security interest in or a lease of specific Equipment and Co) all other property now or hereafter constituting "chattel paper" under the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions, in each case that are now or hereafter owned by the Debtor. "Cotnmodity Account" shall mean an account maintained by a Commodity Intermediary in which a Commodity Contract is carried for a Commodity Customer. "Commodity Contract" shall mean a commodity futures contract, an option on a commodity futures contract, a commodity option or any other contract that, in each case, is (a) traded on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to the federal commodities laws or (b) traded on a foreign commodity board of trade, exchange or market, and is carded on the books of a Commodity Intermediary for a Commodity Customer. "Commodity Customer" shall mean a person for whom a Commodity Intermediary .carries a Commodity Contract on its books. "Commodity Intermediary" shall mean (a) a person who is registered as a futures commission merchant under the federal commodities laws or CO) a person who in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities laws. "Contract Rights" shall mean the rights of the Debtor to bill and receive payment under any and all contracts, agreements or purchase orders, whether now existing or owned or hereafter arising or acquired. "Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms "Controlling" and "Controlled" shall have meanings correlative thereto. · "Copyright License" shall mean any written agreement, now or hereafter in effect, granting any right to the Debtor under any Copyright now or hereafter owned by any third party, and all fights of the Debtor under any such agreement. "Copyrights" shall mean all of the following now owned or hereafter acquired by the Debtor: (a) all copyright fights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such cop}night in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office. "Documents" shall mean all instruments, files, records, ledger sheets and documents covering or relating to any of the Collateral. "Entitlement Holder" shall mean a person identified in the records of a Securities Intermediary as the person having a Security Entitlement against the Securities Intermediary. If a person acquires a Security Entitlement by virtue of Section 8-5010o)(2) or (3) of the Uniform Commercial Code, such person is the Entitlement Holder. "Equipment" shall mean all equipment, furniture and furnishings, and all tangible personal property similar to any of the foregoing, including tools, parts and supplies of every kind and description, and all improvements, accessions or appurtenances thereto, that are now or hereafter owned by the Debtor. The term Equipment shall include Fixtures. "EquiO~ Interests" shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a person. "FinancialAsset" shall mean (a) a Security, 0o) an obligation of a person or a share, participation or other interest in a person or in property or an enterprise of a person, which is, or is ora type, dealt with in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment or (c) any property that is held by a Securities Intermediary for another person in a · .Securities Account if the Securities Intermediary has expressly agreed with the other -..' person that the property is to be treated as a Financial Asset under Article 8 of the Uniform Commercial Code. As the context requires, the term Financial Asset shall mean either the interest itself or the means by which a person% claim to it is evidenced, including a certificated or uncertificated Security, a certificate representing a Security or a Security Entitlement. 4 "F/xtures" shall mean all items of Equipment, whether now owned or hereafter acquired, of the Debtor that become so related to particular real estate that an interest in them arises under any real estate law applicable thereto. "General Intangibles" shall mean all choses in action and causes of action and all other assignable intangible personal property of the Debtor of every kind and nature (other than Accounts Receivable) now owned or herea~er acquired by the Debtor, including all rights and interests in partnerships, limited partnerships, limited liability companies and other unincorporated entities, corporate or other business records, indenmifieation claims, contract fights (including rights under leases, whether entered into as lessor or" lessee, Hedging Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to the Debtor to secure payment by an Account Debtor of any of the Accounts Receivable. "Hedging Agreement" shall mean any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, foreign exchange contract, currency swap agreement or similar agreement or arrangement designed to protect the Borrower or any of the Guarantors against fluctuations in interest or currency exchange rates and not entered into for speculation. "Indemnity, Subrogation and Contribution Agreement" shall mean the Indemnity, Subrogation and Contribution Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time), among the Borrower, the Guarantors and the Collateral Agent. "Intellectual Property" shall mean all intellectual and similar property of the Debtor of every kind and nature now owned or hereafter acquired by the Debtor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary teetmieal and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and fi:anchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing. "Inventory" shall mean all goods of the Debtor, whether now owned or hereafter acquired, held for sale or lease, or furnished or to be furnished by the Debtor under contracts of service, or consumed in the Debtor's business, including raw materials, intermediates, work in process, packaging materials, f'mished goods, semi-f'mished inventory, scrap inventory, manufacturing supplies and spare parts, and all such goods that have been returned to or repossessed by or on behalf of the Debtor. "Investment Property" shall mean all Securities (whether certificated or uneertifieated), Security Entitlements, Securities Accounts, Commodity Contracts and Commodity _Accounts of the Debtor, whether now owned or hereafter acquired by the Debtor. "Letter of Credit" shall mean any letter of credit issued pursuant to the Credit Agreement. "License" shall mean any Patent License, Trademark License, Copyright License or other license or sublieense to which the Debtor is a party (other than, except as set forth in Section 9-318 of the Uniform Commercial Code, license agreements which by their 5 terms prohibit assignment or a grant of a security interest by the Debtor as licensee thereunder or which requires the consent of any third party unless such third party has consented thereto). "Loan Documents" shall mean (a) the Credit Agreement, (b) the Letters of Credit, (e) the Security Documents, (d) the Subsidiary Guarantee Agreement and (e) the Indemnity, Subrogation and Contribution Agreement. "Lockbox System" shall mean the system oflockboxes and related deposit accounts established in the name of the Collateral Agent pursuant to Sectiun 5.01 of the Securit~ Agreement. "Patent License" shall mean any written agreement, now or hereafter in effect, granting to the Debtor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of the Debtor under any such agreement. "Patents" shall mean all of the following now owned or hereafter acquired by the Debtor: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein. "Pledge~4greement" shall mean the Pledge Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time), among the Borrower, subsidiaries of the Borrower party thereto and the Collateral Agent for the benefit of the Secured Parties. "Proceeds" shall mean any consideration received from the sale, exchange, license, lease or other disposition of any asset or propen'y that constitutes Collateral, any value received as a consequence of the possession of any Collateral and ~ny payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property which constitutes Collateral or any payment from any insurer in respect of liability or pollution coverage, and shall include, (a) all cash and negotiable instruments received by or held on behalf of the Collateral Agent pursuant to the Lockbox System, (b) any claim of the Debtor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or herea~er owned by the Debtor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereafter owned by the Debtor or licensed under a Trademark _License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by the Debtor, (iii) past, present or future breach of any License and (iv) past, present or future infringement of any Copyright now or herea~er owned by the Debtor or licensed under a Copyright License and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. "Secured Parties" shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) the Issuing Bank, (e) (i) each countcrparty to a Hedging Agreement entered into with the Borrower if such counterparty was a Lender (or an Affiliate of a Lender) at the time the Hedging Agreement was entered into and (ii) Mellon Bank, N.A. pursuant to a Master Agreement for Swaps dated May 6, 1998, between the Borrower and Mellon Bank, N.A., (f) the beneficiaries of each indemnification obligation undertaken by any Grantor under any Loan Document, (g) Mellon Bank, N.A., in connection with purchase cards issued by Mellon Bank, N.A. and overdrafts and related liabilities incurred in the ordinary course of business and arising from treasury, depository and cash management services or in connection with any automated clearinghouse transfer of fun .ds and (h) the successors and assigns of each of the foregoing. "Securities" shall mean any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer which (a) are represented by a certificate representing a security in bearer or registered form, orthe transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer, Co) are one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations and (c)(i) are, or are ora type, dealt with or traded on securities exchanges or securities markets or (ii) are a medium for investment and by their terms expressly provide that they are a security governed by Article 8 of the Uniform Commercial Code. "Securities Account" shall mean an account to which a Financial Asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise rights that comprise the Financial Asset. "Security Documents" shall mean the Security Agreement, the Pledge Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or the Credit Agreement. "Security Entitlements" shall mean the rights and pwperty interests of an Entitlement Holder with respect to a Financial Asset. "Securities Intermediary" shall mean (a) a clearing corporation or (b) a person, including a bank or broker, that in the ordinary course of its business maintains securities acconnts for others and is acting in that capacity. "subsidiary" shall mean, with respect to any person (herein referred to as the"parent "), any corporation, partnership, limited liability coropany, association or other business entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held by the parent or one or more subsidiaries of the .parent or by the parent and one or more subsidiaries of the parent. "Subsidiary Guarantee Agreement" shall mean the Subsidiary Guarantee Agreement dated as of June 23, 1999 (as amended, supplemented or otherwise modified from time to time), among the Subsidiary Guarantors and the Collateral Agent for the benefit of the Secured Parties. 7 "Trademark License" shall mean any written agreement, now or hereafter in effect, granting to the Debtor any right to use any Trademark now or hereafter owned by any third party, and all rights of the Debtor under any such agreement. "Trademarks" shall mean all of the following now owned or herea~er acquired by the Debtor:. (a) all trademarks, service marks, trade names, corporate names, company pames, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or herea~er adopted or acquired, all reg~a~ations and recordings thereof, and all registration and recording applications filed in eormection therewith, including registrations and registration applications in the United States Patent and Trademark Office, any State of the United States or any similar offices in any other country or any political subdivision thereof, and all extensions or renewals thereof, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.