Exhibit 10.9
FEE AGREEMENT
FEE AGREEMENT (the "Agreement"), dated as of June 1, 1999, between ANTEON
CORPORATION, a Virginia corporation (the "Company") and CAXTON-ISEMAN CAPITAL,
INC., a Delaware corporation ("CIC").
WHEREAS, the Company desires for CIC to provide certain ongoing advisory
and management services to the Company, and CIC is willing to provide such
services subject to the terms and conditions contained herein.
WHEREAS, all capitalized terms used in this Agreement but not otherwise
defined herein shall have the meaning ascribed to them in the Confidential
Offering Circular of the Company, dated May 6, 1999, for its 12% Senior
Subordinated Notes Due 2009.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1.SERVICES. During the term of this Agreement, CIC shall provide such
acquisition and financial advisory services to the Company and its subsidiaries
as the Board of Directors of the Company shall reasonably request, including
without limitation: providing general business advice, including recommendations
as to, and identification of, acquisitions and dispositions of operating
entities; structuring and negotiating transactions and recommending positions in
or securities of selected entities; identifying, structuring and obtaining bank,
institutional and other sources of financing needed or appropriate in connection
with any proposed transaction, arranging appropriate introductions and marketing
the financing proposals; and supervising the preparation and review of all
documents required to complete each transaction.
2.COMPENSATION. (a) In consideration of the services previously provided
and to be provided in accordance with Section 1, the Company shall pay to CIC a
management fee of $500,000 annually, commencing on January 1, 1998 and
terminating upon the successful completion of the acquisition of Analysis &
Technology, Inc., a Connecticut corporation ("A&T") by the Company (the
"Acquisition"). Thereafter, the annual management fee shall be $1,000,000. All
fees shall be pro-rated for partial years.
(b) Immediately upon the successful completion of the Acquisition, the
Company shall pay to CIC a transaction fee equal to $1,110,000.
(c) Notwithstanding anything to the contrary in Section 2(a), the
management fee payable in any fiscal year shall not exceed the amounts permitted
under the Company's Credit Agreement, dated as of the date hereof, with the
lenders named therein, Credit Suisse First Boston, as lead arranger and
administrative agent,
Mellon Bank, N.A., as co-arranger, collateral agent and syndication agent, and
Deutsche Bank A.G., as documentation agent (as amended, the "Credit Agreement")
or under the Indenture, dated May 11, 1999, governing the Company's 12% Senior
Subordinated Notes; provided that on the first day in any fiscal year upon which
the full amount payable under Section 2(a) with respect to such fiscal year
shall be permitted to be paid, such amount shall be paid, and upon the first day
upon which any amount that would have been payable under Section 2(a) with
respect to any prior fiscal year except for the provisions of this Section 2(c),
such amount shall be paid.
(d) If the Company is involved in any acquisitions, financings or similar
transactions with respect to which CIC provides services, an investment banking
fee shall also be paid by the Company to CIC, subject to the agreement of both
CIC and the Company. The amounts of all fees referred to in this Section 2(d)
are subject to the consent of the Company's lenders under the Credit Agreement
referred to in Section 2(c).
3.REIMBURSEMENT. CIC and its affiliates shall be entitled to reimbursement
of all reasonable out-of-pocket expenses (including, without limitation, legal,
accounting, consulting and travel fees and expenses) incurred in connection with
the performance of this Agreement (other than salary expenses and associated
overhead charges), which amounts shall be promptly reimbursed by the Company
upon request.
4.INDEMNITY. (a) None of CIC, any of its Affiliates or any of their
respective partners, officers, directors, stockholders, affiliates, agents or
employees (each an "Indemnified Party") shall have any liability to the Company
for any services provided pursuant to this Agreement, except as may result from
such Indemnified Party's gross negligence or willful misconduct.
(b) The Company hereby agrees to indemnify each Indemnified Party from and
against all losses, liabilities, damages, deficiencies, demands, claims,
actions, judgments or causes of action, assessments, costs or expenses
(including, without limitation, interest, penalties and reasonable fees,
expenses and disbursements of attorneys, experts, personnel and consultants
reasonably incurred by the Indemnified Party in any action or proceeding between
the Company and the Indemnified Party or between the Indemnified Party and any
third party, or otherwise) based upon, arising out of or otherwise in respect of
this Agreement or any Indemnified Party's equity interest in the Company. To the
extent that the foregoing indemnification is not permitted by law, each of the
Indemnified Parties and the Company shall be subject and entitled to
contribution based upon the relative benefits (not to exceed in any event the
amount of fees paid to CIC hereunder) received by each and, if legally required,
based upon the relative fault of each of the Indemnified Parties and the
Company.
Section 5. ASSIGNMENT. This Agreement may not be assigned by any party
hereto without the written consent of the other party; provided, that the
Company
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shall be entitled to assign this Agreement to any Person that is an Affiliate of
the Company or that otherwise assumed or is a successor to substantially all of
the assets and the liabilities of the Company.
Section 6. MODIFICATION. This Agreement may not be modified or amended in
any manner other than by an instrument in writing signed by both parties hereto,
or their respective successors or assigns.
Section 7. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any prior agreement or understanding among them with respect to such
subject matter.
Section 8. NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, sent by
facsimile transmission or sent by certified, registered or express mail, postage
prepaid and return receipt requested. Any such notice shall be deemed given when
so delivered personally or sent by facsimile transmission or, if mailed, five
(5) days after the date of deposit in the United States mails, as follows:
(c) if to CIC, to:
Caxton-Iseman Capital, Inc.
667 Madison Avenue, 10th Floor
New York, NY 10021
Attention: Frederick J. Iseman
Telephone: (212) 752-1850
Facsimile: (212) 832-9450
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
Attention: Carl L. Reisner, Esq.
Telephone: (212) 373-3017
Facsimile: (212) 373-2085
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(d) if to the Company, to:
Anteon Corporation
3211 Jermantown Road, Suite 700
Fairfax, VA 22030
Attention: Joseph Kampf
Telephone: (703) 246-0300
Facsimile: (703) 246-0375
Any party may, by notice given in accordance with this Section to the other
parties, designate another address or person for receipt of notices hereunder.
Section 9. GOVERNING LAW; SUBMISSION TO JURISDICTION. All questions
concerning the construction, validity and interpretation of this Agreement will
be governed by and construed in accordance with the internal law (and not the
law of conflicts) of the State of New York.
Section 10. TERMINATION. This Agreement may be terminated by CIC or the
Company at any time by written notice from one to the other. The provisions of
Section 4 and the obligations of the Company under Sections 2 (including rights
to future payment in accordance with Section 2(c)) and 3 with respect to any
compensation or reimbursement for expenses shall survive any termination of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
ANTEON CORPORATION
By: /s/ Carlton Crenshaw
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Name: Carlton Crenshaw
Title: Senior Vice President, Chief
Financial and Administrative
Officer
CAXTON-ISEMAN CAPITAL, INC.
By: /s/ Frederick J. Iseman
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Name: Frederick J. Iseman
Title: Chairman
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