THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2001,
among Anteon International Corporation, a Virginia corporation (the "Company"),
(ii) Anteon Corporation, a Virginia corporation and a wholly-owned subsidiary of
the Company, (iii) Sherikon, Inc., a Louisiana corporation and the wholly-owned
subsidiary of the Company ("Sherikon"), (iv) South Texas Ship Repair, Inc., a
Virginia corporation and a wholly-owned subsidiary of Sherikon ("South Texas")
and (v) IBJ Whitehall Bank & Trust Company, as trustee (the "Trustee").
WHEREAS, an indenture, dated as of May 11, 1999 and as
supplemented (the "Indenture"), was entered into by and among the Company, its
subsidiaries identified therein, and the Trustee to provide for the issuance of
the Company's 12% Senior Subordinated Notes due 2009;
WHEREAS, on the date hereof, as part of the reorganization of
Sherikon and its subsidiaries, Sherikon Space Systems, Inc., a Florida
corporation and a wholly-owned subsidiary of Sherikon ("Sherikon Sub"), merged
into Sherikon under the short-from provisions (the "Short-Form Merger"), and
then Sherikon merged into Anteon (the "Merger" together with the Short-Form
Merger, the "Mergers"). Pursuant to Section 5.01(b) of the Indenture, the
Company, Anteon, Sherikon and the Trustee are required to enter into this
supplemental indenture (the "Supplemental Indenture") in connection with the
Mergers;
WHEREAS, on October 20, 2000, the Company acquired all of the
issued and outstanding shares of common stock of Sherikon, and South Texas
became a wholly-owned indirect subsidiary of the Company (the "Sherikon
Acquisition"). Pursuant to 4.10 of the Indenture, as a new Restricted
Subsidiary, South Texas is required to enter into this Supplemental Indenture as
a Subsidiary Guarantor;
WHEREAS, the Company, Anteon, Sherikon, South Texas and the
Trustee are authorized to enter into this Supplemental Indenture; and
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, Anteon, Sherikon, South Texas 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
The Mergers
2.1 Mergers. Pursuant to Section 5.01(b) of the Indenture, in connection
with the Mergers, Sherikon and Anteon hereby represents and agrees to
the following:
(a) Short-Form Merger. Sherikon, the surviving entity after the Short-Form
Merger, is a corporation duly incorporated, organized, validly existing and in
good standing under the laws of the State of Louisiana, and hereby expressly
assumes, by virtue of this Supplemental Indenture, all the obligations of
Sherikon Sub under its Subsidiary Guaranty;
(b) Merger. Anteon, the surviving entity after the Merger, is a corporation
duly incorporated, organized, validly existing and in good standing under the
laws of the State of Virginia, and hereby expressly assumes, by virtue of this
Supplemental Indenture, all the obligations of Sherikon under its Subsidiary
Guaranty
ARTICLE THREE
Guaranty of Securities
3.1 South Texas Guarantee. Pursuant to Section 4.10 of the Indenture, in
connection with the Sherikon Acquisition, South Texas hereby agrees to the
following:
(a) South Texas 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 unde the Indenture and the
Securities and (ii) the full and punctual performance within applicable grace
periods of all other obligations of the Company unde the Indenture and the
Securities (all the foregoing being hereinafter collectively referred to as the
"Obligations"). South Texas further agrees that the Obligations may be extended
or renewed, in whole or in part, without notice or further assent from South
Texas and that South Texas will remain bound under this Section notwithstanding
any extension or renewal of any Obligations.
(b) South Texas, the Trustee and each Holder by its acceptance of s
Security hereby agrees that the Subsidiary Guaranty of South Texas 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). South Texas 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. 3.2 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 South Texas.
3.3 No Personal Liability. No Stockholder, officer, director,
employee or incorporator, past, present or future, of South Texas, as such,
shall have any personal liability under the Subsidiary Guaranty of South Texas
by reason of his, her or its status as such stockholder, officer, director,
employee or incorporator.
ARTICLE FOUR
Miscellaneous
4.1 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.
4.2 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.
4.3 GOVERNING LAW. 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: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: President
ANTEON CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: President
SHERIKON, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: President
SOUTH TEXAS SHIP REPAIR, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: President
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxxxxx Xxxxxx
-----------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
