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Exhibit 10.19
EXECUTION COPY
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ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of November 26, 2002 (this "Escrow Agreement"),
by and among GetronicsWang Co. LLC, a limited liability company formed under the
laws of the State of Delaware ("Parent"), DigitalNet, Inc., a corporation formed
under laws of the State of Delaware ("Purchaser"), and State Street Bank and
Trust Company, a Massachusetts trust company, as Escrow Agent (the "Agent").
This Escrow Agreement is being entered into pursuant to Section 2.4(c) of
the Purchase Agreement, dated as of September 27, 2002 (the "Agreement"), by and
among Parent, Getronics Government Solutions, L.L.C., a limited liability
company formed under the laws of the State of Delaware (the "Company"),
DigitalNet Holdings, Inc., a corporation formed under the laws of the State of
Delaware, and Purchaser. Capitalized terms used and not otherwise defined herein
shall have the respective meanings ascribed to them in the Agreement.
Notwithstanding the foregoing, the Agent shall have no responsibility with
regard to such terms defined with reference to the Agreement, and shall be
entitled to rely on the use of such terms in any communications received by it.
NOW, THEREFORE, in consideration of the foregoing, the respective
representations, warranties, covenants and agreements set forth in the Agreement
(with respect to the Parent and Purchaser thereto only, and not the Agent) and
herein and other good and valuable consideration, the adequacy and receipt of
which are hereby acknowledged, and intending to be bound hereby, the parties
hereto hereby agree as follows:
ARTICLE I
ESCROW FUND
1.1 ESTABLISHMENT OF ESCROW FUND. Simultaneously with the execution and
delivery of this Escrow Agreement and in accordance with Section 2.4(c) of the
Agreement, Parent is depositing with the Agent (a) $8,873,000 (which amount,
together with any additional amount deposited therein pursuant to the second
sentence of this Section 1.1, shall be referred herein to as the "Undisputed
Post-Closing CSOC Accounts Receivable Escrow Fund") as the source to satisfy
Parent's liability and obligation, if any, under Section 5.14(e)(iii) of the
Agreement and (b) $1,753,000 (which amount, together with any additional amount
deposited therein pursuant to the third sentence of this Section 1.1, shall be
referred herein to as the "Disputed Post-Closing CSOC Accounts Receivable Escrow
Fund") as the source to satisfy Parent's liability and obligation, if any, under
Section 5.14(e)(iv) of the Agreement. If, when the CSOC Closing Spreadsheet is
finalized pursuant to Section 5.14(c) of the Agreement, the Undisputed
Post-Closing CSOC Accounts Receivable Bogey is greater than the amount then in
the Undisputed Post-Closing CSOC Accounts Receivable Escrow Fund, then not later
than the fifth Business Day after the date
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the CSOC Closing Spreadsheet is finalized pursuant to Section 5.14(c) of the
Agreement Parent shall deposit in the Undisputed Post-Closing CSOC Accounts
Receivable Escrow Fund an amount equal to the difference between the amount then
in the Undisputed Post-Closing CSOC Accounts Receivable Escrow Fund and the
Undisputed Post-Closing CSOC Accounts Receivable Bogey. For purposes of this
Escrow Agreement, the term "Business Day" shall mean any day on which the Agent
is open for business at its offices in Boston, Massachusetts. If, when the CSOC
Closing Spreadsheet is finalized pursuant to Section 5.14(c) of the Agreement,
the Disputed Post-Closing CSOC Accounts Receivable Bogey is greater than the
amount then in the Disputed Post-Closing CSOC Accounts Receivable Escrow Fund,
then not later than the fifth Business Day after the date the CSOC Closing
Spreadsheet is finalized pursuant to Section 5.14(c) of the Agreement Parent
shall deposit in the Disputed Post-Closing CSOC Accounts Receivable Escrow Fund
an amount equal to the difference between the amount then in the Disputed
Post-Closing CSOC Accounts Receivable Escrow Fund and the Disputed Post-Closing
CSOC Accounts Receivable Bogey. The Undisputed Post-Closing CSOC Accounts
Receivable Escrow Fund and the Disputed Post-Closing CSOC Accounts Receivable
Escrow Fund, together with any interest or other income earned thereon until
such interest or other income is paid to Parent pursuant to Section 2.4, are
sometimes referred to herein collectively as the "Escrow Fund." The Agent shall
hold the Escrow Fund in escrow, and release and pay the Escrow Fund, in
accordance with this Escrow Agreement.
1.2 RELEASE OF UNDISPUTED POST-CLOSING CSOC ACCOUNTS RECEIVABLE ESCROW
FUND.
(a) The Undisputed Post-Closing CSOC Accounts Receivable Escrow Fund,
or applicable portion thereof, shall be released only as follows:
(i) if, when the CSOC Closing Spreadsheet is finalized pursuant to
Section 5.14(c) of the Agreement, the Undisputed Post-Closing CSOC Accounts
Receivable Bogey is less than the amount then in the Undisputed Post-Closing
CSOC Accounts Receivable Escrow Fund, then an amount equal to the difference
between the amount then in the Undisputed Post-Closing CSOC Accounts Receivable
Escrow Fund and the Undisputed Post-Closing CSOC Accounts Receivable Bogey shall
be released from the Undisputed Post-Closing CSOC Accounts Receivable Escrow
Fund to Parent;
(ii) if for any reason whatsoever the Company is relieved of all or
any part of its obligations under, or in any way related to, services performed
or products supplied under the CSOC Customer Contract giving rise to Undisputed
Post-Closing CSOC Accounts Receivable, then an amount equal to the amount of the
cost savings, plus any margin associated therewith, directly or indirectly
resulting from the Company having been so relieved of all or any part of its
obligations under, or in any way related to, services performed or products
supplied under the CSOC Customer Contract giving rise to Undisputed Post-Closing
CSOC Accounts Receivable shall be released from the Undisputed Post-Closing CSOC
Accounts Receivable Escrow Fund to Parent;
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(iii) if the CSOC Customer Contract is amended without Parent's
prior written consent under Section 5.14(f) of the Agreement, or the CSOC Action
is settled or compromised or the Company consents to the entry of any judgment
in the CSOC Action, in each case, without Parent's prior written consent under
Section 5.14(g)(i) of the Agreement, then the entire then balance of the
Undisputed Post-Closing CSOC Accounts Receivable Escrow Fund shall be released
to Parent;
(iv) if the Company retains any CSOC Payments pursuant to
Section 5.14(e)(ii)(bb) of the Agreement, then an amount equal to the amount of
the CSOC Payments so retained by the Company shall be released from the
Undisputed Post-Closing CSOC Accounts Receivable Escrow Fund to Parent;
(v) if the Company retains an aggregate amount of CSOC Payments
pursuant to Section 5.14(e)(ii)(bb) of the Agreement equal to or greater than
the Undisputed Post-Closing CSOC Accounts Receivable Bogey, then the entire then
balance of the Undisputed Post-Closing CSOC Accounts Receivable Escrow Fund
shall be released to Parent; or
(vi) if the Company retains an aggregate amount of CSOC Payments
pursuant to Section 5.14(e)(ii)(bb) of the Agreement less than the Undisputed
Post-Closing CSOC Accounts Receivable Bogey, then (aa) first, an amount equal to
the difference between the aggregate amount of CSOC Payments retained by the
Company pursuant to Section 5.14(e)(ii)(bb) of the Agreement and the Undisputed
Post-Closing CSOC Accounts Receivable Bogey shall be released from the
Undisputed Post-Closing CSOC Accounts Receivable Escrow Fund to Purchaser and
(bb) second, the entire then balance of the Undisputed Post-Closing CSOC
Accounts Receivable Escrow Fund shall be released to Parent.
(b) On not later than the fifth Business Day after:
(i) in the case of Section 1.2(a)(i), the date on which the CSOC
Closing Spreadsheet is finalized pursuant to Section 5.14(c) of the Agreement if
the Undisputed Post-Closing CSOC Accounts Receivable Bogey is less than the
amount then in the Undisputed Post-Closing CSOC Accounts Receivable Escrow Fund;
(ii) in the case of Section 1.2(a)(ii), any date on which the
Company is relieved of all or any part of its obligations under, or in any way
related to, services performed or products supplied under the CSOC Customer
Contract giving rise to Undisputed Post-Closing CSOC Accounts Receivable;
(iii) in the case of 1.2(a)(iii), the date on which the CSOC
Customer Contract is amended, the CSOC Action is settled or compromised or the
Company consents to the entry of any judgment in the CSOC Action, whichever, if
any, first occurs;
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(iv) in the case of Section 1.2(a)(iv), any date on which the
Company delivers to Parent a Postclosing CSOC Spreadsheet pursuant to Section
5.14(d) of the Agreement reflecting that the Company has retained any CSOC
Payments pursuant to Section 5.14(e)(ii)(bb) of the Agreement;
(v) in the case of Section 1.2(a)(v), the date on which the Company
delivers to Parent a Postclosing CSOC Spreadsheet pursuant to Section 5.14(d) of
the Agreement reflecting that the Company has retained an aggregate amount of
CSOC Payments pursuant to Section 5.14(e)(ii)(bb) of the Agreement equal to or
greater than the Undisputed Post-Closing CSOC Accounts Receivable Bogey; or
(vi) in the case of Section 1.2(a)(vi), the date on which the
Company shall have exhausted all commercially reasonable efforts to collect an
amount of Undisputed Post-Closing CSOC Accounts Receivable at least equal to the
Undisputed Post-Closing CSOC Accounts Receivable Bogey if notwithstanding such
efforts the Company has then retained an aggregate amount of CSOC Payments
pursuant to Section 5.14(e)(ii)(bb) of the Agreement less than the Undisputed
Post-Closing CSOC Accounts Receivable Bogey;
Parent and Purchaser shall give the Agent notice thereof by a Mutual Notice of
Instruction substantially in the form of Exhibit A hereto.
(c) On not later than the fifth Business Day following receipt of a
Mutual Notice of Instruction substantially in the form of Exhibit A hereto
signed by Parent and Purchaser, the Agent shall release the Undisputed
Post-Closing CSOC Accounts Receivable Escrow Fund, or applicable portion thereof
and to the extent available, in accordance therewith.
1.3 RELEASE OF DISPUTED POST-CLOSING CSOC ACCOUNTS RECEIVABLE ESCROW FUND.
(a) The Disputed Post-Closing CSOC Accounts Receivable Escrow Fund, or
applicable portion thereof, shall be released only as follows:
(i) if, when the CSOC Closing Spreadsheet is finalized pursuant to
Section 5.14(c) of the Agreement, the Disputed Post-Closing CSOC Accounts
Receivable Bogey is less than the amount then in the Disputed Post-Closing CSOC
Accounts Receivable Escrow Fund, then an amount equal to the difference between
the amount then in the Disputed Post-Closing CSOC Accounts Receivable Escrow
Fund and the Disputed Post-Closing CSOC Accounts Receivable Bogey shall be
released from the Disputed Post-Closing CSOC Accounts Receivable Escrow Fund to
Parent;
(ii) if for any reason whatsoever the Company is relieved of all or
any part of its obligations under, or in any way related to, services performed
or products supplied under the CSOC Customer Contract giving rise to Disputed
Post-Closing CSOC Accounts Receivable, then an amount equal to the amount of the
cost savings, plus any margin associated therewith, directly or
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indirectly resulting from the Company having been so relieved of all or any part
of its obligations under, or in any way related to, services performed or
products supplied under the CSOC Customer Contract giving rise to Disputed
Post-Closing CSOC Accounts Receivable shall be released from the Disputed
Post-Closing CSOC Accounts Receivable Escrow Fund to Parent;
(iii) if the CSOC Customer Contract is amended without Parent's
prior written consent under Section 5.14(f) of the Agreement, or the CSOC Action
is settled or compromised or the Company consents to the entry of any judgment
in the CSOC Action, in each case, without Parent's prior written consent under
Section 5.14(g)(i) of the Agreement, then the entire then balance of the
Disputed Post-Closing CSOC Accounts Receivable Escrow Fund shall be released to
Parent;
(iv) if the Company retains any CSOC Payments pursuant to
Section 5.14(e)(ii)(dd) of the Agreement, then an amount equal to the amount of
the CSOC Payments so retained by the Company shall be released from the Disputed
Post-Closing CSOC Accounts Receivable Escrow Fund to Parent;
(v) if the Company retains an aggregate amount of CSOC Payments
pursuant to Section 5.14(e)(ii)(dd) of the Agreement equal to or greater than
the Disputed Post-Closing CSOC Accounts Receivable Bogey, then the entire then
balance of the Disputed Post-Closing CSOC Accounts Receivable Escrow Fund shall
be released to Parent; or
(vi) if the Company retains an aggregate amount of CSOC Payments
pursuant to Section 5.14(e)(ii)(dd) of the Agreement less than the Disputed
Post-Closing CSOC Accounts Receivable Bogey, then (aa) first, an amount equal to
the difference between the aggregate amount of CSOC Payments retained by the
Company pursuant to Section 5.14(e)(ii)(dd) of the Agreement and the Disputed
Post-Closing CSOC Accounts Receivable Bogey shall be released from the Disputed
Post-Closing CSOC Accounts Receivable Escrow Fund to Purchaser and (bb) second,
the entire then balance of the Disputed Post-Closing CSOC Accounts Receivable
Escrow Fund shall be released to Parent.
(b) On not later than the fifth Business Day after:
(i) in the case of Section 1.3(a)(i), the date on which the CSOC
Closing Spreadsheet is finalized pursuant to Section 5.14(c) of the Agreement if
the Disputed Post-Closing CSOC Accounts Receivable Bogey is less than the amount
then in the Disputed Post-Closing CSOC Accounts Receivable Escrow Fund;
(ii) in the case of Section 1.3(a)(ii), any date on which the
Company is relieved of all or any part of its obligations under, or in any way
related to, services performed or products supplied under the CSOC Customer
Contract giving rise to Disputed Post-Closing CSOC Accounts Receivable;
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(iii) in the case of 1.3(a)(iii), the date on which the CSOC
Customer Contract is amended, the CSOC Action is settled or compromised or the
Company consents to the entry of any judgment in the CSOC Action, whichever, if
any, first occurs;
(iv) in the case of Section 1.3(a)(iv), any date on which the
Company delivers to Parent a Postclosing CSOC Spreadsheet pursuant to Section
5.14(d) of the Agreement reflecting that the Company has retained any CSOC
Payments pursuant to Section 5.14(e)(ii)(dd) of the Agreement;
(v) in the case of Section 1.3(a)(v), the date on which the Company
delivers to Parent a Postclosing CSOC Spreadsheet pursuant to Section 5.14(d) of
the Agreement reflecting that the Company has retained an aggregate amount of
CSOC Payments pursuant to Section 5.14(e)(ii)(dd) of the Agreement equal to or
greater than the Disputed Post-Closing CSOC Accounts Receivable Bogey; or
(vi) in the case of Section 1.3(a)(vi), the date on which the
Company shall have exhausted all commercially reasonable efforts to collect an
amount of Disputed Post-Closing CSOC Accounts Receivable at least equal to the
Disputed Post-Closing CSOC Accounts Receivable Bogey if notwithstanding such
efforts the Company has then retained an aggregate amount of CSOC Payments
pursuant to Section 5.14(e)(ii)(dd) of the Agreement less than the Disputed
Post-Closing CSOC Accounts Receivable Bogey;
Parent and Purchaser shall give the Agent notice thereof by a Mutual Notice of
Instruction substantially in the form of Exhibit B hereto.
(c) On not later than the fifth Business Day following receipt of a
Mutual Notice of Instruction substantially in the form of Exhibit B hereto
signed by Parent and Purchaser, the Agent shall release the Disputed
Post-Closing CSOC Accounts Receivable Escrow Fund, or applicable portion thereof
and to the extent available, in accordance therewith.
ARTICLE II
GENERAL PROVISIONS
2.1 TERM OF AGREEMENT. This Escrow Agreement shall be in effect until the
entire amount of the Escrow Fund is distributed in accordance with Sections 1.2
and 1.3.
2.2 EXPENSES OF THE AGENT. The Agent shall be entitled to compensation for
its services hereunder in accordance with Exhibit C attached hereto and subject
to change on an annual basis in accordance with the Agent's ordinary course of
business, and shall be reimbursed for all reasonable expenses (including
attorneys' fees), disbursements and advancements incurred or made by it in
performance of its services hereunder, which will be paid by one-half by
Purchaser and one-half by Parent, provided that it shall be a condition
precedent to this Agreement that all fees (to the extent then due to the Escrow
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Agent) be paid to the Escrow Agent on or prior to the Closing. Parent and
Purchaser agree, severally, to reimburse the Agent on demand for all reasonable
and necessary costs and expenses incurred in connection with the administration
of this Escrow Agreement or the escrow created hereby or the performance or
observance of its duties hereunder which are in excess of its compensation for
normal services hereunder, including without limitation, payment of any legal
fees and expenses incurred by the Agent in connection with resolution of any
claim by any party hereunder.
2.3 TAXES ON ESCROW FUND. Parent shall bear all federal, state and local
taxes based upon or measured by net or gross income arising from the Escrow Fund
and shall provide the Agent with sufficient information (including but not
limited to Parent's Form W-9) so that the Agent can comply with reporting
obligations imposed under any laws relating to such taxes. Parent understands
that, in the event it fails to provide the Agent with such information, the
Internal Revenue Code, as amended from time to time, may require the Agent to
withhold funds otherwise distributable to Parent. The Parent agrees (i) to
assume any and all obligations imposed now or hereafter by any applicable tax
law with respect to any payment or distribution of the Escrow Fund or
performance of other activities under this Escrow Agreement, (ii) to instruct
the Agent in writing with respect to the Agent's responsibility for withholding
and other taxes, assessments or other governmental charges, and to instruct the
Agent with respect to any certifications and governmental reporting that may be
required under any laws or regulations that may be applicable in connection with
its acting as Agent under this Escrow Agreement, and (iii) except for any
liability or obligation that results from the gross negligence, bad faith or
willful misconduct of the Agent, to indemnify and hold the Agent harmless from
any liability or obligation on account of taxes (other than income taxes of
Agent), assessments, additions for late payment, interest, penalties, expenses
and other governmental charges that may be assessed or asserted against the
Agent in connection with, on account of or relating to the Escrow Fund, the
management established hereby, any payment or distribution of or from the Escrow
Fund pursuant to the terms hereof or other activities performed under the terms
of this Escrow Agreement, including without limitation any liability for the
withholding or deduction of (or the failure to withhold or deduct) the same, and
any liability for failure to obtain proper certifications or to report properly
to governmental authorities in connection with this Escrow Agreement, including
costs and expenses (including reasonable legal fees and expenses), interest and
penalties. The foregoing indemnification and agreement to hold harmless shall
survive the termination of this Escrow Agreement.
2.4 INVESTMENT OF ESCROW FUND. The Escrow Fund shall be invested by the
Agent as directed in writing by the Parent and Purchaser in short-term
obligations of the U.S. government or in certificates of deposit issued by a
bank or trust company having combined capital and surplus of at least
$500,000,000 or in such other manner as the Parent and Purchaser hereto may
agree and direct in writing. The Agent shall pay all interest or other income
earned on the Escrow Fund over to Parent not later than the fifth Business Day
after the end of the month in which such interest or other income is received by
the Agent. All earnings received from the investment of the Escrow Fund shall be
credited to, and shall become a part of, the Escrow Fund (and any losses on such
investments shall be debited from the Escrow Fund). The Agent shall not be
responsible
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for any investment losses, including without limitation any market loss on any
investment liquidated prior to maturity in order to make a payment required
hereunder, except any loss resulting from its gross negligence, bad faith or
willful misconduct.
2.5 THE AGENT. The obligations of the Agent under this Agreement are
subject to the following terms and conditions:
(a) The Agent is not a party to and is not bound by any agreement
(including, but not limited to the Agreement) other than this Escrow Agreement;
(b) The Agent acts hereunder as a depository only and is not
responsible for or liable in any manner whatsoever for the sufficiency,
correctness, genuineness or validity of any funds, shares, documents or other
materials deposited with it. Parent and Purchaser agree to and hereby do waive
any suit, claim, demand or cause of action of any kind which they may have or
may assert against the Agent arising out of or relating to the execution or
performance by the Agent of this Escrow Agreement, unless such suit, claim,
demand or cause of action is based upon the willful misconduct, gross negligence
or bad faith of the Agent. Parent and Purchaser agree to indemnify the Agent
against and from any and all claims, demands, costs, liabilities and expenses,
including counsel fees, which may be asserted against it or to which it may be
exposed or which it may incur by reason of its execution or performance of this
Escrow Agreement unless arising from the Agent's willful misconduct, gross
negligence or bad faith. The Agent may defend any legal proceeding which may be
instituted against it with respect to the subject matter of this Escrow
Agreement but shall not be required to unless it is requested to do so by the
Parent or Purchaser and is indemnified by such requesting party to the Agent's
satisfaction against the cost and expenses (including reasonable attorney's
fees) of such defense, unless arising from the Agent's willful misconduct, gross
negligence or bad faith. The Agent shall not be required to institute legal
proceedings of any kind. The Agent shall not be required to perform any acts
which violate any law or applicable rules of any governmental agency;
(c) The Agent shall not have any responsibility for the genuineness or
validity of any notice, evidence or other document or item delivered to it, and
the Agent shall be entitled to rely upon and shall be protected in acting upon
any written notice, waiver, consent, receipt or other evidence or paper document
which the Agent reasonably believes to be genuine and to be signed by the proper
person;
(d) The Agent shall not be liable for any error of judgment or for any
acts done or steps taken or omitted or admitted by it or for any mistake of
facts or law or for anything which the Agent may do or refrain from doing in
connection herewith except for the Agent's own willful misconduct, gross
negligence or bad faith; and
(e) As to any legal questions arising in connection with the
administration of this Agreement, the Agent may rely absolutely upon the
opinions given to it by its counsel and shall be free of liability for acting in
reliance on such opinions.
(f) The Agent shall have no more or less responsibility or liability on
account of any action or omission of any book-entry depository, securities
intermediary or
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other subescrow agent employed by the Agent than any such book-entry depository,
securities intermediary or other subescrow agent has to the Agent, except to the
extent that such action or omission of any book-entry depository, securities
intermediary or other subescrow agent was caused by the Agent's own gross
negligence, bad faith or willful misconduct in breach of this Escrow Agreement.
(g) The Agent is hereby authorized, in making or disposing of any
investment permitted by this Escrow Agreement, to deal (on terms no less
favorable than could be obtained on an arms length basis with a third party)
with itself (in its individual capacity) or with any one or more of its
affiliates, whether it or such affiliate is acting as a subagent of the Agent or
for any third person or dealing as principal for its own account.
(h) Notwithstanding any term appearing in this Escrow Agreement to the
contrary, in no instance shall the Agent be required or obligated to distribute
any Escrow Funds (or take other action that may be called for hereunder to be
taken by the Agent) sooner than two (2) Business Days after (i) it has received
the applicable documents required under this Escrow Agreement in good form, or
(ii) passage of the applicable time period (or both, as applicable under the
terms of this Escrow Agreement), as the case may be.
2.6 RESIGNATION OR REMOVAL OF AGENT. Parent and Purchaser may, by mutual
agreement at any time, remove the Agent as agent hereunder, and substitute
another therefore. In such event the Agent shall, upon receipt of written notice
of such removal, account for and deliver to such substituted escrow agent the
Escrow Fund and the Agent shall thereafter be discharged of all liability
hereunder. The Agent may at any time resign as Agent hereunder by giving thirty
(30) days' prior written notice of resignation to Parent and Purchaser. Prior to
the effective date of the resignation as specified in such notice, Parent and
Purchaser will issue to the Agent a written instruction authorizing redelivery
of the Escrow Funds to a bank or trust company that they select as successor to
the Agent hereunder. If, however, Parent and Purchaser shall fail to name such a
successor escrow agent within twenty (20) days after the notice of resignation
from the Agent, the Parent shall be entitled to name such successor escrow agent
who shall be reputable and nationally recognized. If no successor escrow agent
is named pursuant to the immediately preceding two sentences, the Agent may
apply to a court of competent jurisdiction for appointment of a successor escrow
agent.
2.7 AMENDMENT AND MODIFICATION. This Escrow Agreement may be amended,
modified and supplemented only by written agreement of Parent, Purchaser and the
Agent.
2.8 WAIVER OF COMPLIANCE. Except as otherwise provided in this Escrow
Agreement, any failure of any of the parties to comply with any obligation,
covenant, agreement or condition herein may be waived by the party or parties
entitled to the benefits thereof only by a written instrument signed by the
party granting such waiver, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.
2.9 WAIVER OF SET-OFF RIGHTS. The Agent hereby absolutely and irrevocably
waives any and all rights it may have, under applicable laws or otherwise, and
agrees that
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it shall not exercise or assert any right (a) to set-off and appropriate and
apply any amount of the Escrow Fund against or on account of any obligations or
liabilities whatsoever of Parent or Purchaser or any Subsidiary of Parent or
Purchaser owing (or to become due to, whether contingent or otherwise) to it or
any claims of any nature it may have against Parent or Purchaser or any
subsidiary of Parent or Purchaser or (b) to establish, create, maintain,
perfect, enforce and foreclose on any lien, security interest or any other
encumbrance whatsoever (collectively, "Liens"), including, without limitation,
banker's liens and any other Liens arising by statute, operation of law or
otherwise, on, against or in respect of any of the Escrow Fund.
2.10 NOTICES AND WIRING INSTRUCTIONS.
(a) Any notice, request, instruction or other document to be given
hereunder by any party to another party shall be in writing and shall be deemed
given when delivered personally, upon receipt of a transmission confirmation
(with a confirming copy sent by overnight courier) if sent by facsimile or like
transmission and on the next Business Day when sent by Federal Express, United
Parcel Service, Express Mail, or other reputable overnight courier, as follows:
If to Parent, to:
GetronicsWang Co. LLC
290 Concord Road
Billerica, Massachusetts 01821
Attention: Steven Boyce, Vice President and
General Counsel, North America
(978) 625-3010 (telephone)
(978) 625-4213 (facsimile)
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, MA 02108
Attention: David T. Brewster, Esq.
(617) 573-4800 (telephone)
(617) 573-4822 (facsimile)
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If to Purchaser, to:
DigitalNet, Inc.
6700-A Rockledge Drive
Suite 525
Bethesda, MD 20817
Attn: Jack Pearlstein
(301) 530-2464 (telephone)
(301) 530-5023 (facsimile)
and:
GTCR Golder Rauner, LLC
6100 Sears Tower
Chicago, IL 60606-6402
Attn: Philip Canfield and Craig Bondy
(312) 382-2200 (telephone)
(312) 575-3211 (facsimile)
with a copy to:
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601
Attn: Stephen L. Ritchie, Esq. and Martin A. DiLoreto, Esq.
(312) 861-2000 (telephone)
(312) 861-2200 (facsimile)
If to the Agent, to:
State Street Bank and Trust Company
2 Avenue De Lafayette, 6th Floor
Boston, MA 02110
Attn: Corporate Trust Department,
Virginia Jones,
Getronics/DigitalNet Escrow
(617) 662-1798 (telephone)
(617) 662-1463 (facsimile)
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
Attn: Jason G. Duncan
(617) 345-1205 (telephone)
(617) 345-1300 (facsimile)
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(b) WIRING INSTRUCTIONS. Any funds to be paid to or by the Agent
hereunder shall be sent by wire transfer pursuant to the following instructions
(or by such method of payment and pursuant to such instruction as may have been
given in advance and in writing to the Agent in accordance with Section 2.10(a)
above):
If to Parent:
Bank: Fleet Bank
100 Federal Street
Boston, MA 02110
ABA #: 011-000-138
Acct. #: 936-356-4615
Ref: GetronicsWang Co. LLC
If to Purchaser:
Bank: JP Morgan Chase
T&I Private Bank Division
ABA #: 021000021
Acct. #: 0999-99-651
Further Credit to: Q 191145004 for DigitalNet, Inc.
Ref: Getronics Escrow
If to the Agent:
Bank: State Street Bank and Trust Company
ABA #: 0110 0002 8
Acct. #: 9903-990-1
Attn: Corporate Trust
Ref: Getronics/DigitalNet Escrow Account No. 131796-010
or to such other persons or addresses as may be designated in writing by the
party to receive such notice. Nothing in this section shall be deemed to
constitute consent to the manner and address for service of process in
connection with any legal proceeding, which service shall be effected as
required by applicable law.
2.11 ASSIGNMENT. This Escrow Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Escrow Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by
any of the parties hereto without the prior written consent of the other
parties, except (a) by operation of law or (b) as otherwise permitted by in this
Section 2.11. Purchaser may assign any or all of its rights under this Escrow
Agreement to any of its lenders as collateral security without the consent of
any of the other parties hereto; PROVIDED, HOWEVER, that no such assignment
shall relieve
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Purchaser of any of its obligations hereunder. Parent may assign any or all of
its rights under this Escrow Agreement to any of its Affiliates without the
consent of any of the other parties hereto; PROVIDED, HOWEVER, that no such
assignment shall relieve Parent of any of its obligations hereunder. If the
Agent consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to another corporation or association
authorized to exercise fiduciary powers of the type contemplated hereby, the
successor corporation or association without any further act shall be the
successor Agent.
2.12 GOVERNING LAW. This Escrow Agreement shall be governed by the laws of
the State of Delaware, without giving effect to the conflicts of law provisions
thereof. The invalidity or unenforceability of any provision of this Escrow
Agreement shall not affect the validity or enforceability of any other
provision.
2.13 COUNTERPARTS. This Escrow Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
2.14 REPRODUCTION OF DOCUMENTS. This Escrow Agreement and all documents
relating thereto, including without limitation, (a) consents, waivers and
modifications which may hereafter be executed, and (b) certificates and other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, optical disk, micro-card, miniature
photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
2.15 FORCE MAJEURE. The Agent shall not be responsible for delays or
failures in performance resulting from acts beyond its control. Such acts shall
include but not be limited to (i) acts of God, riots, epidemics, governmental
regulations superimposed after the fact, terrorist attacks or earthquakes and
(ii) to the extent a loss, liability, damage, cost and expense is not caused by
the Agent's gross negligence, bad faith or willful misconduct, fire,
communication line failures, computer viruses, power failures, strikes, lockouts
acts of war or other disasters.
2.16 DISPUTE RESOLUTION. It is understood and agreed that, should any
dispute arise with respect to the delivery, ownership, right of possession,
and/or disposition of the Escrow Fund, or should any claim be made upon the
Agent or the Escrow Fund by a third party, the Agent upon receipt of notice of
such dispute or claim is authorized and shall be entitled (at its sole option
and election) to retain in its possession without liability to anyone, all or
any of said Escrow Fund until such dispute shall have been settled either by the
mutual written agreement of the parties involved or by a final order, decree or
judgment of a court in the United States of America, the time for perfection of
an appeal of such order, decree or judgment having expired.
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be duly executed as of the day and year first above written.
GETRONICSWANG CO. LLC
By: /s/ William J. Clark
--------------------------------
Name: William J. Clark
Title: Chief Financial Officer
DIGITALNET, INC.
By: /s/ Jack Pearlstein
-------------------------------
Name: Jack Pearlstein
Title: CFO
STATE STREET BANK AND
TRUST COMPANY, as Escrow Agent
By: /s/ Patrick F. Thebado
-------------------------------
Name: Patrick F. Thebado
Title: Vice President
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