THIS SEVENTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of May 23, 2003, among Anteon International Corporation (formerly known
as Azimuth Technologies, Inc.), a Delaware corporation (the "Company"), and The
Bank of New York (as successor to IBJ Whitehall Bank & Trust Company), a New
York banking corporation as trustee (the "Trustee").
WHEREAS, the Company, Anteon Corporation (formerly known as Techmatics,
Inc.), a Virginia corporation and a subsidiary guarantor, CITI-SIUSS LLC, a
Delaware corporation and a subsidiary guarantor, South Texas Ship Repair, Inc.,
a Virginia corporation and a subsidiary guarantor, and the Trustee are parties
to an Indenture, dated as of May 11, 1999, as supplemented, providing for the
issuance of the Company's 12% Senior Subordinated Notes due 2009 (the
"Indenture");
WHEREAS, on the date hereof, the Company has acquired all of the issued
and outstanding common stock of Information Spectrum, Inc., a New Jersey
corporation ("ISI"), and accordingly, ISI became a wholly-owned subsidiary of
the Company;
WHEREAS, pursuant to Section 4.10 of the Indenture, ISI, as a new
Restricted Subsidiary, is required to enter into this Supplemental Indenture as
a Subsidiary Guarantor;
WHEREAS, the Company, ISI and the Trustee are authorized to enter into
this Supplemental Indenture;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained in this Supplemental Indenture and for other good and
valuable consideration, the receipt and sufficiency of which are herein
acknowledged, the Company, ISI and the Trustee hereby agree for the equal and
the ratable benefit of all Holders of the Securities as follows:
ARTICLE ONE
Definitions
1.1 Definitions. For purposes of this Supplemental Indenture, the terms defined
in the recitals shall have the meanings therein specified; any terms defined in
the Indenture and not defined herein shall have the same meanings herein as
therein defined; and references to Articles or Sections shall, unless the
context indicates otherwise, be references to Articles or Sections of the
Indenture.
ARTICLE TWO
Guaranty Of Securities And Other Provisions
2.1 ISI Guarantee
a) ISI hereby unconditionally and irrevocably
guarantees, jointly and severally, to each
Holder and to the Trustee and its successors and assigns (i) the full and
punctual payment of principal of and interest on the Securities when due,
whether at maturity, by acceleration, by redemption or otherwise, and all other
monetary obligations of the Company under this Indenture and the Securities and
(ii) the full and punctual performance within applicable grace periods of all
other obligations of the Company under the Indenture and the Securities (all the
foregoing being hereinafter collectively called the "Obligations"). ISI further
agrees that the Obligations may be extended or renewed, in whole or in part,
without notice or further assent from ISI and that ISI will remain bound under
this Section notwithstanding any extension or renewal of any Obligation.
b) ISI, the Trustee and each Holder by its acceptance
of a Security hereby agrees that the
Subsidiary Guaranty of ISI provided hereunder shall be subject to all terms,
provisions and conditions in the Indenture that relate to a Subsidiary Guaranty
(including, without limitation, Articles 11 and 12 of the Indenture). ISI
further agrees to be bound by, and to comply with, all provisions of the
Indenture and Subsidiary Guarantee that are applicable to a Subsidiary
Guarantor.
2.2 Execution and Delivery of Subsidiary Guaranties
The delivery of any Security by the Trustee, after the authentication thereof
under the Indenture, shall constitute due delivery of the Subsidiary Guaranty on
behalf of ISI.
2.3 No Personal Liability
No stockholder, officer, director, employee or incorporator, past, present or
future, of ISI, as such, shall have any personal liability under the Subsidiary
Guaranty of ISI by reason of his, her or its status as such stockholder,
officer, director, employee or incorporator.
ARTICLE THREE
Miscellaneous
3.1 Effect of the Supplemental Indenture
This Supplemental Indenture supplements the Indenture and shall be a part and
subject to all the terms thereof. Except as supplemented hereby, the Indenture
and the Securities issued thereunder shall continue in full force and effect.
3.2 Counterparts
This Supplemental Indenture may be executed in counterparts, each of which shall
be deemed an original, but all of which shall together constitute one and the
same instrument. The parties hereto confirm that any facsimile copy of another
party's executed counterparts of this Supplemental Indenture (or its signature
page hereof) will be deemed to be an executed original thereof.
3.3 GOVERNING LAW.
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THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed on the date first above written.
ANTEON INTERNATIONAL CORPORATION
By:_________________________________
Name: Xxxxxx Xxxxx
Title: President and Chief Executive Officer
INFORMATION SPECTRUM, INC.
By:_________________________________
Name: Xxxxxx Xxxxxx
Title: Vice President
THE BANK OF NEW YORK, as Trustee
By:_________________________________
Name:
Title:
