FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of December 19, 1997
between FEDERAL DATA CORPORATION, a Delaware corporation, as Issuer (the
"Company") and NORWEST BANK, MINNESOTA, N.A., as trustee (the "Trustee").
RECITALS
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee
entered into an Indenture, dated as of July 15, 1997 (the "Indenture"), pursuant
to which the Company issued $105,000,000 in aggregate principal amount of
10 1/8% Senior Subordinated Notes due 2005 (the "Notes") (capitalized terms used
herein without definition shall have the respective meanings ascribed to them in
the Indenture); and
WHEREAS, Section 11.04 of the Indenture permits the release of a
Subsidiary Guarantor from its obligations under Article Eleven of the Indenture
and from its Guarantee upon, among other things, the release by the lenders
under the Senior Credit Facility, related documents and future refinancings
thereof of all guarantees of such Subsidiary Guarantor and all Liens on the
property and assets of such Subsidiary Guarantor relating to such Indebtedness;
WHEREAS, Section 9.01 of the Indenture provides, among other things,
that the Company, when authorized by a Board Resolution, and the Trustee, may
amend or supplement the Indenture without notice to or consent of any Holder to
make any change that would provide any additional benefit or rights to the
Holders or that does not adversely affect the rights of any Holders;
WHEREAS, the Company and the Trustee desire to supplement the
Indenture to eliminate the release of a Subsidiary Guarantor from its
obligations under Article Eleven of the Indenture and its Guarantee upon the
release by the lenders under the Senior Credit Facility, related documents and
future refinancings thereof of all guarantees of such Subsidiary Guarantor and
all Liens on the property and assets of such Subsidiary Guarantor relating to
such Indebtedness;
WHEREAS, all acts and things prescribed by the Indenture, by law and
by the Certificate of Incorporation and By-Laws of the Company and the Trustee
necessary to make this First Supplemental Indenture a valid instrument legally
binding on the Company and the Trustee, in accordance with its terms, have been
duly done and performed.
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company and the Trustee covenant and
agree for the equal and proportionate benefit of the respective Holders of the
Securities as follows:
ARTICLE 1
Section 1.01. This First Supplemental Indenture is supplemental to
the Indenture and does and shall be deemed to form a part of, and shall be
construed in connection with and as part of, the Indenture for any and all
purposes, including but not limited to discharge of the Indenture as provided in
Article Eight of the Indenture.
Section 1.02. Section 11.04 of the Indenture is hereby amended by
deleting the language "the release by the lenders under the Senior Credit
Facility, related documents and future refinancings thereof of all guarantees of
a Subsidiary and all Liens on the property and assets of such Subsidiary
Guarantor relating to such Indebtedness, or (ii)" in the first line thereof and
further amended by replacing the language "(iii)" in the fifth line thereof with
the language "(ii)" in place thereof.
Section 1.03. This First Supplemental Indenture shall become
effective immediately upon its execution and delivery by each of the Company and
the Trustee.
ARTICLE 2
Section 2.01. Except as specifically modified herein, the Indenture,
the Notes and the Guarantees are in all respects ratified and confirmed and
shall remain in full force and effect in accordance with their terms.
Section 2.02. Except as otherwise expressly provided herein, no
duties, responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this First Supplemental Indenture. This
First Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.
Section 2.03. The laws of the State of New York shall govern this
First Supplemental Indenture without regard to principles of conflicts of law.
The Trustee, the Company, the Subsidiary Guarantors and the Holders agree to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this First Supplemental Indenture.
Section 2.04. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
Section 2.05. The recitals to this First Supplemental Indenture shall
not be construed as representations of the Trustee and the Trustee makes no
representation as to the accuracy of such recitals.
Section 2.06. The Trustee enters into this First Supplemental
Indenture in its capacity as Trustee under the Indenture and in reliance on an
Opinion of Counsel and an Officers' Certificate.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first written
above.
FEDERAL DATA CORPORATION,
a Delaware corporation
By: /s/ Xxxxx X. Xxxx
Title: Vice President and Chief Financial Officer
NORWEST BANK, MINNESOTA, N.A.,
as Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Vice President
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