Exhibit 4.1


 




 





THE TITAN CORPORATION, 

AS ISSUER,


 


 


DEUTSCHE BANK TRUST COMPANY
AMERICAS, 

AS TRUSTEE,


 


AND


 


THE GUARANTORS NAMED 

ON THE SIGNATURE PAGES HEREOF,


 










 


FIRST SUPPLEMENTAL INDENTURE


 


DATED AS OF JULY 22,
2005


 


TO


 


INDENTURE


 


DATED AS OF MAY 15,
2003




 





 





















 


THIS FIRST SUPPLEMENTAL
INDENTURE (the “First Supplemental Indenture”), dated as of July 22,
2005, by and among The Titan Corporation, a Delaware corporation (the “Company”),
the Guarantors named on the signature pages hereof (collectively, the “Guarantors”)
and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).


 


WHEREAS, the Company has
heretofore executed and delivered an indenture dated as of May 15, 2003
(the “Original Indenture”), by and among the Company, the Guarantors and
the Trustee, pursuant to which the Company has issued $200,000,000 aggregate
principal amount of 8% Senior Subordinated Notes due 2011 (the “Notes”)
and the Guarantors have executed and delivered their guarantees of the Notes
(the “Guarantees”);


 


WHEREAS, the Company has
entered into a definitive agreement whereby all of the outstanding shares of
common stock of the Company shall be acquired by L-3 Communications Corporation
(“L-3”) (the “Acquisition”);


 


WHEREAS, in connection with
the Acquisition, L-3 has offered to purchase for cash any and all outstanding
Notes (the “Tender Offer”) pursuant to an Offer to Purchase and Consent
Solicitation Statement dated June 30, 2004 (the “Offer to Purchase”);


 


WHEREAS, in connection with
the Tender Offer, L-3 has requested that holders of the Notes deliver their
consents with respect to certain amendments to the Original Indenture (the “Consent
Solicitation”);


 


WHEREAS, Section 9.2 of
the Original Indenture provides that the Company, the Guarantors and the
Trustee may execute and deliver one or more supplemental indentures, with the
consent of the holders of a majority in aggregate principal amount of the
outstanding Notes to, among other things, amend or supplement certain
provisions of the Original Indenture;


 


WHEREAS, the holders of at
least a majority in aggregate principal amount of the Notes outstanding have
consented in the Consent Solicitation to the amendments to the Original
Indenture hereinafter set forth and the execution of this First Supplemental
Indenture;


 


WHEREAS, the Company, the
Guarantors and the Trustee desire to enter into this First Supplemental
Indenture for the purpose of changing and eliminating certain provisions of the
Original Indenture; and


 


WHEREAS, all conditions
precedent related to the entering of this First Supplemental Indenture have
been satisfied.


 


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company, the
Guarantors and the Trustee for the benefit of each other and for the equal and
ratable benefit of the holders of the Notes agree as follows:


 


ARTICLE I.


 


DEFINITIONS


 


Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Original Indenture.


 





















 


ARTICLE II.



OPERATION OF AMENDMENTS


 


Upon the execution and
delivery of this First Supplemental Indenture by the Company, the Guarantors
and the Trustee, this First Supplemental Indenture shall become effective and
the Original Indenture and the Notes and Guarantees issued thereunder shall be
amended and supplemented in accordance herewith, and this First Supplemental
Indenture shall form a part of the Original Indenture for all purposes, and
every holder of Notes authenticated and delivered under the Original Indenture
shall be bound hereby; provided, however, that the First
Supplemental Indenture shall not become operative with respect to the Original
Indenture, any Notes or the Guarantees of the Guarantors unless and until (1) L-3
accepts for payment, pursuant to the offer to purchase Notes as set forth in
the Offer to Purchase, at least a majority in aggregate principal amount of the
outstanding Notes, and pays to the Depositary the aggregate Total Consideration
therefor (as such term is defined in the Offer to Purchase) and (2) the
Acquisition is consummated, at which time this First Supplemental Indenture
shall automatically become operative with respect to the Original Indenture,
the Notes and the Guarantees of the Guarantors, and the provisions of the
Original Indenture, as so amended, shall bind all holders of Notes without the
requirement of any further action by or notice to the Company, the Guarantors,
the Trustee or any holder of Notes.


 


ARTICLE III.



AMENDMENTS TO THE INDENTURE


 


Section 3.1.            Deletion
of Certain Provisions.  Subject to Article II
hereof, each of the following provisions of the Original Indenture (and any
corresponding provision of any Note) is hereby deleted and eliminated in its
entirety, without any redesignation of any other provision of the Original
Indenture (or any Note): Section 4.3 (SEC Reports), Section 4.5
(Taxes), Section 4.6 (Stay, Extension and Usury Laws), Section 4.7
(Limitation on Incurrence of Additional Indebtedness and Disqualified Capital
Stock), Section 4.8 (Limitation on Liens), Section 4.9 (Limitation on
Restricted Payments), Section 4.10 (Limitation on Dividends and Other
Payment Restrictions Affecting Subsidiaries), Section 4.11 (Limitation on
Transactions with Affiliates), Section 4.12 (Limitation on Sale of Assets
and Subsidiary Stock), Section 4.14 (Limitation on Layering Indebtedness),
Section 4.15 (Subsidiary Guarantors), Section 4.16 (Limitation on
Status as an Investment Company), Section 4.17 (Maintenance of Properties
and Insurance), Section 6.1(3), Section 6.1(6), Section 6.1(7), Section 6.1(8) and
Article X.


 


Section 3.2.            Release
of Guarantors.  Subject to Article II
hereof, each of the Guarantors named on the signature pages of the
Original Indenture or this First Supplemental Indenture is hereby released from
its obligations under its Guarantee.


 


Section 3.3.            Amendment
to Article V of the Original Indenture. Subject to Article II
hereof, Section 5.1 of the Original Indenture is hereby amended and
restated in its entirety to read as follows:


 


“SECTION 5.1                               MERGER,
CONSOLIDATION OR SALE OF ASSETS


 


The
Company shall not consolidate with or merge with or into another Person or,
directly or indirectly, sell, lease, convey or transfer all or substantially
all of the Company’s assets (such amounts to be computed on a consolidated
basis), whether in a single transaction or a series of related transactions, to
another Person or group of affiliated Persons, unless:


 


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(1)  either (a) the Company is the continuing entity or (b) the
resulting, surviving or transferee entity is a corporation organized under the
laws of the United States, any state thereof or the District of Columbia and
expressly assumes by supplemental indenture all of the Company’s obligations in
connection with the Notes and this Indenture; and


 


(2)  no Default or Event of Default shall exist or shall occur
immediately after giving effect on a pro
forma basis to such transaction.”


 


Section 3.4.            Amendment to Exhibit to the Original Indenture.
Subject to Article II hereof, Exhibit E to the Original Indenture is
hereby deleted in its entirety. 


 


Section 3.5.            References
to Deleted or Amended Provisions. 
Subject to Article II hereof, all references in the Original
Indenture and any Note, as amended by this Article III, to any of the
provisions deleted and eliminated as provided herein, or to terms defined in
such provisions, shall also be deemed deleted and eliminated.  Effective as of the date hereof, none of the
Company, the Guarantors, the Trustee or other parties to or beneficiaries of
the Original Indenture shall have any rights, obligations or liabilities under
such Sections or subsections and such deleted Sections or subsections shall not
be considered in determining whether a Default or Event of Default has occurred
or whether the Company has observed, performed or complied with the provisions
of the Original Indenture or any Note.


 


Section 3.6.            Amendment
of Definitions.  Subject to Article II
hereof, the Original Indenture is hereby amended by deleting any definitions
from the Original Indenture with respect to which references would be
eliminated as a result of amendments to the Original Indenture pursuant to this
Article III.


 


ARTICLE IV.



MISCELLANEOUS


 


Section 4.1.            Execution as Supplemental Indenture.
This First Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture and, as provided in the
Original Indenture, this First Supplemental Indenture forms a part thereof.
Except as herein expressly otherwise defined, the use of the terms and
expressions herein is in accordance with the definitions, uses and
constructions contained in the Original Indenture.


 


Section 4.2.            No Other Amendments. Except as
expressly amended hereby, the Original Indenture shall continue in full force
and effect in accordance with the provisions thereof.


 


Section 4.3.            Provisions Binding on the Company’s
Successors. Any covenants and agreements contained in this First Supplemental
Indenture made by the Company or the Guarantors shall bind their successors and
assigns whether so expressed or not.


 


Section 4.4.            Governing Law. THE LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL
INDENTURE AND THE NOTES.


 


Section 4.5.            Execution and Counterparts. This
First Supplemental Indenture may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.


 


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Section 4.6.            Headings.  The article and section headings
herein are for convenience only and shall not affect the construction hereof.


 


Section 4.7.            Trust
Indenture Act.  Nothing in this First
Supplemental Indenture shall cause the Original Indenture to fail to qualify
under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),
and in the event of any conflict between the terms of this First Supplemental
Indenture and the Trust Indenture Act, the terms of this First Supplemental
Indenture shall be deemed modified to comply with the Trust Indenture Act.


 


Section 4.8.            Trustee.  The recitals contained herein are those of
the Company and the Guarantors and not the Trustee.  The Trustee makes no representations as to
the validity or adequacy of this First Supplemental Indenture.  All rights, protections, privileges,
indemnities and benefits granted or afforded to the Trustee under the Original
Indenture shall be deemed incorporated herein by this reference and shall be
deemed applicable to all actions taken, suffered or omitted by the Trustee
under this First Supplemental Indenture.


 


Section 4.9.            Guarantors.  The Company hereby represents and warrants
that this First Supplemental Indenture is being executed by all Guarantors in
existence as of the date hereof.


 


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remaining portion of this page is intentionally left blank]


 


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IN WITNESS WHEREOF, the
parties hereto have caused this First Supplemental Indenture to be duly
executed as of the date first written above.


 


	
   

  	
   

  	
  THE TITAN CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS,

  as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Yana Kalachikova

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Yana Kalachikova

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAYENTA OPERATING LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHELLCO, INC. (formerly
  known as DataCentric

  Automation Corporation)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERNATIONAL SYSTEMS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
						



 


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  PROCOM SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer, Secretary and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITAN AFRICA, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITAN FACILITIES, INC.
  (formerly known as Delta

  Construction Management, Inc.)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITAN SCAN TECHNOLOGIES
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  	
  Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITAN WIRELESS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITAN WIRELESS AFRIPA
  HOLDING, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
							



 


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  LINCOM WIRELESS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark W. Sopp

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark W. Sopp

  
	
   

  	
   

  	
   

  	
  Title:    Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
							



 


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