EX-4.4 6 a2044061zex-4_4.txt EXHIBIT 4.4 Exhibit 4.4 THIS THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 20, 2000, among Anteon Corporation, a Virginia corporation (the "Company"), Sherikon, Inc., a Louisiana corporation ("Sherikon"), and The Bank of New York, as trustee (the "Trustee"). WHEREAS, the Company, Techmatics, Inc., a Virginia corporation, Analysis and Technology, Inc., a Connecticut corporation, Vector Data Systems, Inc., a Virginia corporation, and Interactive Media Corp., a Delaware corporation, entered into an Indenture, dated as of May 11, 1999, as supplemented, to provide 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 Sherikon, and accordingly, Sherikon became a wholly-owned subsidiary of the Company; WHEREAS, pursuant to Section 4.10 of the Indenture, Sherikon, as a new Restricted Subsidiary, is required to enter into this Supplemental Indenture as a Subsidiary Guarantor; WHEREAS, the Company, Sherikon 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, Sherikon 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 SHERIKON GUARANTEE. 2 (a) Sherikon 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"). Sherikon further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from Sherikon and that Sherikon will remain bound under this Section notwithstanding any extension or renewal of any Obligation. (b) Sherikon, the Trustee and each Holder by its acceptance of a Security hereby agrees that the Subsidiary Guaranty of Sherikon 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). Sherikon 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 Sherikon. 2.3 NO PERSONAL LIABILITY. No stockholder, officer, director, employee or incorporator, past, present or future, of Sherikon, as such, shall have any personal liability under the Subsidiary Guaranty of Sherikon 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 3 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. 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 CORPORATION By: ------------------------------------ Name: Carlton B. Crenshaw Title: Senior Vice President, Finance and Administration SHERIKON, INC. By: ------------------------------------ Name: Curtis L. Schehr Title: Vice President THE BANK OF NEW YORK, as Trustee By: ------------------------------------ Name: Geovanni Barris Title: Vice President