EIGHTH SUPPLEMENTAL INDENTURE
EIGHT SUPPLEMENTAL INDENTURE (the "Supplemental Indenture").
Dated as of December 5, 2003, among Anteon International Corporation, a Delaware
corporation (the "Company"), Anteon Corporation, a Virginia corporation ("AC"),
Information Spectrum, Inc., a New Jersey corporation ("ISI," and together with
AC, the "Guarantors"), and the Bank of New York, (as successor to IBJ Whitehall
Bank & Trust Company), a New York backing corporation, as trustee (the
"Trustee").
WHEREAS, the Company, the Guarantors and the Trustee are
parties to that certain Indenture, dated as of May 11, 1999 (as supplemented,
the "Indenture"), pursuant to which the Company's 12% Senior Subordinated Notes
due 2009 (the "Notes") were issued. Capitalized terms used but not defined
herein shall have the same meanings ascribed to such terms in the Indenture;
WHEREAS, Section 9.02 of the Indenture provides that the
Company, the Guarantors and the Trustee may make certain amendments to the
Indenture with the written consent of the Holders of at least a majority of
principal amount of the Notes then outstanding;
WHEREAS, the Company distributed an offer to Purchase and
Consent Solicitation Statement dated as of November 20, 2003 (the "Offer to
Purchase") in order to, among other things, make an offer of purchase (the
"Offer") all outstanding Notes upon terms and conditions described in the Offer
to Purchase and to solicit consents (the "Consents") from the Holders to
amendments to the Indenture (the "Amendments");
WEHREAS, Holders of at least a majority in aggregate principal
amount of the Notes outstanding have given and, as of the date hereof, have not
withdrawn their consent to the Amendments; and
WEHREAS, the execution of this supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Indenture,
the Company has delivered to the Trustee and Officer's Certificate and an
Opinion of Counsel with respect to such authorization, and all things necessary
to make this Supplemental Indenture a valid agreement of the Company, the
Guarantors and the Trustee in accordance with its terms have been done.
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Company, the Guarantors and the Trustee mutually covenant and agree as
follows:
1. Effect. This Supplemental Indenture shall become effective upon
its execution and delivery by the parties hereto. Not withstanding the
foregoing, the amendments set forth in Section 2 below will only become
operative when all validly tendered Notes are accepted for purchase pursuant to
the Offer. If, after the date hereof, either the Offer is terminated or
withdrawn or all payments in respect of the Notes accepted for payment pursuant
to the Offer are not made after the Acceptance Date (as defined in the Offer to
Purchase), the amendments set forth in Section 2 shall have no effect and the
Indenture shall be deemed to be amended so that it reads the same as it did
immediately prior to the date hereof.
2. Amendments.
The Indenture is hereby amended as follows:
a) Section 1.01 is hereby amended as follows:
(i) the definitions of "Additional Assets," "Asset Disposition,"
"Attributable Debt," "Average Life," "Change of Control," "Consolidated
Coverage Ration," "Consolidated Interest Expense," "Consolidated
Leverage Ration," "Consolidated Net Income," "Currency Agreement,"
"EBITDA," "Hedging Obligations," "Interest Rate Agreement,"
"Investment," "Net Available Cash," "Net Cash Proceeds," "Permitted
Holders," "Permitted Investments," "Refinancing Indebtedness," "Related
Business," "Related Party," "Restricted payment," "Revolving Credit
Facilities," "Subordinated Obligation," "Temporary Cash Investments,"
and "Term Loan Facilities" are hereby deleted in their entirety;
(ii) the definition of "Additional Securities" is hereby revised to delete
in its entirety the following text: "subject to the Company's
compliance with Section 4.03," and to add the word "the" after the word
"means";
(iii) the definition of "Affiliate" is hereby revised to delete in its
entirety the last sentence thereof;
(iv) the definition of "Disqualified Stock" is hereby amended by adding the
words ", as in effect prior to December 5, 2003" after "under Sections
4.06 and 4.09";
(v) the definition of "Securities" is hereby deleted in its entirety and
replaced with the following definition: "Securities" or "Security"
means one or more, as applicable, of the Securities issued under the
Indenture"; and
(vi) the definition of "Unrestricted Subsidiary" is hereby amended by adding
the words ", as in effect prior to December 5, 2003' in the second
paragraph in subsection (B) after the phrase "under Section 4.04" and
by adding the words ", as in effect prior to December 5, 2003," in the
third paragraph in subsection (A) after the phrase "under Section 4.03
(a)".
b) Section 1.02 is hereby amended by deleting the following terms in their
entirety: "Affiliate Transaction," "Change of Control Offer," "Offer,"
"Offer Amount," "Offer Period," and "Purchase Date".
c) Section 2.02 is hereby amended by deleting the words "Section 4.03" in
the fifth paragraph and by replacing such text with the words "the
Indenture".
d) Section 2.13 is hereby amended by deleting the words "Section 4.03" in
the first paragraph and by replacing such text with the words "the
Indenture".
e) The text of Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08 and 4.09
of the Indenture is hereby deleted in its entirety and these Sections
shall be of no further force and effect and the words "[INTENTIONALLY
DELETED]" shall be inserted, in each case, in place of the deleted
text.
f) Section 5.01 is hereby amended to read as follows:
"WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. (a) The Company shall not
consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, all or substantially all its assets to,
any Person, unless the resulting, surviving or transferee Person (the "Successor
Company") (if not the Company) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, all the obligations of the Company under the
Securities and this Indenture.
(b) The Company shall not permit any Subsidiary Guarantor to consolidate with or
merge with or into, or convey, transfer or lease, in one transaction or series
of transactions, all or substantially all of its assets to any Person unless the
resulting, surviving or transferee Person (if not the Subsidiary) shall
expressly assume, by an amendment to this Indenture, in a form reasonably
acceptable to the Trustee, all the obligations of such Subsidiary, if any, under
its Subsidiary Guaranty;PROVIDED HOWEVER, that the preceding restrictions will
not be applicable if, in connection with such consolidation, merger, conveyance,
transfer or lease, the Subsidiary Guarantor will be released from its
obligations under Section 11.06"; g) Section 6.01 is hereby amended by deleting
the text of clauses (6) and (9) and by replacing such text with the words
"[INTENTIONALLY DELETED]", by adding the word "or" after "60 days;" in clause
(8), and by amending the text of clause (4) to read as follows: "the Company
fails to comply with Section 4.10 and such failure continues for 30 days after
the notice specified below;" h) Section 8.01 is hereby amended by deleting the
text of clause (b) (ii) and by replacing such text with the words "its
obligations under Section 4.10 and the operations of Sections 6.01 (4), 6.01(7),
and 6.01(8) (but in the case of Sections 6.01(7) and (8), with respect only to
Significant Subsidiaries) ("covenant defeasance option"). The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option." Section 8.01 is further amended by deleting the
second sentence of the second paragraph of subsection (b) and by replacing such
text with the following sentence: "If the Company exercised its covenant
defeasance option, payment of the Securities may not be accelerated because of
an Event of Default specified in Sections 6.01(4), 6.01(7) and 6.01(8) (but, in
the case of Sections 6.01(7) and (8), with respect only to Significant
Subsidiaries)." 3 Notice of Supplemental Indenture. The Company shall mail
notice of this supplemental Indenture to the Holders as required by Sections
9.02 of the Indenture.
4 Governing Law. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
5 Counterparts. This Supplemental Indenture may be executed in one or
more counterparts, each of which shall be an original, but all of which
together shall constitute one of the same documents.
6 Effect on Indenture. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby. Except as
expressly set forth herein, the Indenture is in all respect ratified
and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect, including with respect to this
Supplemental Indenture.
7 Conflict with Trust Indenture Act. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act that may not be so limited,
qualifies or conflicted with, such provision of such Act shall control.
If any provision of this Supplemental Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or
excluded, the provision of such Act shall be deemed to apply to the
Indenture as so modified or to be excluded by this Supplemental
Indenture, as the case may be.
8 Separability Clause. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
9 Effect of Headings. The Article and Section heading herein are for
convenience only and shall not affect the construction hereof.
10 Benefits of Supplemental Indenture, etc. Nothing in this supplemental
Indenture, the Indenture or the Notes, express or implied, shall give
to any person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of Notes, any
benefit of any legal or equitable right, remedy or claim under the
Indenture, this Supplemental Indenture or the Notes.
11 Successors and Assigns. All agreements of the Company and the
Guarantors in this Supplemental Indenture and the Notes shall bind
their respective successors.
12 Trustee. The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture. The recitals and statements
herein are deemed to be those of the Company and the Guarantors and not
of the Trustee.[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have executed
this Supplemental Indenture as of the date
first written above.
ANTEON INTERNATIONAL
CORPORATION
By:
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Name : Xxxxxx X. Xxxxxx
Title: Senior Vice President, General Counsel
and Secretary
ANTEON CORPORATION
By:
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Name : Xxxxxx X. Xxxxxx
Title: Senior Vice President, General Counsel
and Secretary
INFORMATION SPECTRUM, INC.
By:
Name : Xxxxxx X. Xxxxxx
Title: Vice President / Assistant Secretary
THE BANK OF NEW YORK
as Trustee
By:
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Name:
Title:
