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EXHIBIT 4.1
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CUSIP: 25389F AB 0
ISIN: US25389FAB04
No. __ $__________
DIGITALNET, INC.
9% Senior Notes due 2010
Issue Date: _______, 2003
DigitalNet, Inc., a Delaware corporation (the "ISSUER", which
term includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to CEDE & CO., or its registered assigns, the
principal sum of ________________________________ ($___________), as such sum
may be listed on the Schedule of Exchanges of Interests in the Global Note
attached hereto on July 3, 2010.
Interest Payment Dates: January 15 and July 15, commencing January 15, 2004.
Record Dates: January 1 and July 1.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
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IN WITNESS WHEREOF, the Issuer has caused this Note to be signed
manually or by facsimile by its duly authorized officers.
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DIGITALNET, INC.
by
------------------------------------------
Name: Ken S. Bajaj
Title: President, Chief Executive
Officer and Chairman of the
Board of Directors
by
------------------------------------------
Name: Jack Pearlstein
Title: Secretary, Treasurer and Chief
Financial Officer
</Table>
(Trustee's Certificate of Authentication)
This is one of the 9% Senior Notes due 2010 described in the within-mentioned
Indenture.
Dated: _______, 2003
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee
by
-----------------------------------------------
Name: Joseph P. O'Donnell
Title: Corporate Trust Officer
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For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly and
severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of
July 3, 2003 (the "Indenture") among DigitalNet, Inc., the other
Guarantors (as defined in the Indenture) and Wells Fargo Bank
Minnesota, National Association, as trustee (the "Trustee"), (a) the
due and punctual payment of the principal of, premium, if any, and
interest and Liquidated Damages, if any, on the Notes (as defined in
the Indenture), whether at maturity, by acceleration, redemption or
otherwise, and the due and punctual payment of interest on overdue
principal, premium, if any, and interest and Liquidated Damages, if
any, on the Notes, if lawful (subject in all cases to any applicable
grace period provided in the Indenture), and the due and punctual
performance of all other obligations of the Issuer to the Holders or
the Trustee all in accordance with the terms of the Indenture and the
Notes and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, the same will be promptly
paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or
otherwise. The obligations of the Guarantors to the Holders of Notes
and to the Trustee pursuant to the Note Guarantee and the Indenture are
expressly set forth in Article Ten of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Note
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to
and shall be bound by such provisions and (b) appoints the Trustee
attorney-in-fact of such Holder for such purpose.
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IN WITNESS HEREOF, each Guarantor has caused this Notation of
Guarantee to be signed manually or by facsimile by its duly authorized officer.
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DIGITALNET HOLDINGS, INC.
by
---------------------------------------
Name: Ken S. Bajaj
Title: President, Chief Executive
Officer and Chairman of the
Board of Directors
by
---------------------------------------
Name: Jack Pearlstein
Title: Secretary, Treasurer and Chief
Financial Officer
DIGITALNET GOVERNMENT SOLUTIONS, LLC
by
---------------------------------------
Name: Ken S. Bajaj
Title: Chief Executive Officer and
Chairman of the Board of Managers
by
---------------------------------------
Name: Jack Pearlstein
Title: Senior Vice President and
Assistant Secretary
</Table>
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DIGITALNET, Inc.
9% Senior Notes due 2010
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.
Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.
(1) INTEREST. The Issuer promises to pay interest on the principal
amount of this Note at 9% per annum from the date hereof until maturity
and shall pay the Liquidated Damages, if any, payable pursuant to
Section 5 of the Registration Rights Agreement referred to below. The
Issuer shall pay interest and Liquidated Damages, if any, semi-annually
in arrears on January 15 and July 15 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each an
"INTEREST PAYMENT DATE"). Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has
been paid, from the date of original issuance; PROVIDED that if there is
no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; PROVIDED FURTHER that the
first Interest Payment Date shall be January 15, 2004. The Issuer shall
pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium, if any, from time
to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent
lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.
(2) METHOD OF PAYMENT. The Issuer shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the
Persons who are registered Holders of Notes at the close of business on
the record date immediately preceding the Interest Payment Date, even if
such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.13 of the
Indenture with
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respect to defaulted interest. The Notes shall be payable as to principal,
premium and Liquidated Damages, if any, and interest at the office or
agency of the Issuer maintained for such purpose in The City of New York,
or, at the option of the Issuer, payment of interest and Liquidated
Damages, if any, may be made by check mailed to the Holders at their
addresses set forth in the register of Holders, and provided that payment
by wire transfer of immediately available funds shall be required with
respect to principal of and interest, premium and Liquidated Damages, if
any, on, all Global Notes and to any Holder which shall have provided wire
transfer instructions to the Issuer or the Paying Agent as provided in
Section 2.03 of the Indenture. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
(3) PAYING AGENT AND REGISTRAR. Initially, the Trustee under the
Indenture shall act as Paying Agent and Registrar. The Issuer may change
any Paying Agent or Registrar without notice to any Holder. The Issuer
or any of its Subsidiaries may act in any such capacity.
(4) INDENTURE. The Issuer issued the Notes under an Indenture
dated as of July 3, 2003 ("INDENTURE") among the Issuer, the Guarantors
and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended. The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling. The Indenture pursuant
to which this Note is issued provides that an unlimited aggregate
principal amount of Additional Notes may be issued thereunder.
(5) OPTIONAL REDEMPTION.
(a) Except as set forth in paragraph 5(b) below, the Issuer
shall not have the option to redeem any Notes prior to July 15,
2007. Thereafter, the Issuer shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60
days' prior notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month
period beginning on July 15, of the years indicated below (subject
to the right of Holders on the relevant record date to receive
interest due on the related interest payment date):
<Table>
<Caption>
YEAR PERCENTAGE
---- ----------
2007......................................................................... 104.50%
2008......................................................................... 102.25%
2009 and thereafter.......................................................... 100.00%
</Table>
(b) Notwithstanding the foregoing, at any time prior to
July 15, 2006, the Issuer may redeem up to 35% of the aggregate
principal amount of Notes originally issued under the Indenture
(calculated giving effect to any issuance of Additional Notes) at a
redemption price of 109% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash
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proceeds of one or more Equity Offerings of the Issuer; PROVIDED
that (A) at least 65% of the aggregate principal amount of the
Notes originally issued under the Indenture (calculated giving
effect to any issuance of Additional Notes) remains outstanding
immediately after the occurrence of such redemption, excluding
Notes held by the Issuer and its Subsidiaries; and (B) the
redemption must occur within 90 days of the date of the closing of
such Equity Offering.
(6) REPURCHASE AT OPTION OF HOLDER.
(a) If a Change of Control occurs, each Holder of Notes will
have the right to require the Issuer to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's
Notes pursuant to an offer by the Issuer (a "Change of Control
Offer") at an offer price (a "Change of Control Payment") in cash
equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, thereon
to the date of purchase; PROVIDED, HOWEVER, that notwithstanding
the occurrence of a Change of Control, the Issuer will not be
obligated to offer to purchase or purchase the Notes pursuant to
Section 4.14 of the Indenture if, prior to the time that the Issuer
would be required to offer to purchase the Notes as a result of
such Change of Control, the Issuer has mailed the requisite
irrevocable notice to redeem all the outstanding Notes pursuant to
Section 3.03 of the Indenture and redeems all the Notes in
accordance with such notice. Within 30 days following any Change of
Control, the Issuer will mail a notice to each Holder describing
the transaction or transactions that constitute the Change of
Control and offering to repurchase Notes on a date (the "Change of
Control Payment Date") specified in such notice, which shall be no
earlier than 30 days and no later than 60 days from the date such
notice is mailed, pursuant to the procedures required by the
Indenture and described in such notice.
(b) Upon certain circumstances specified in the Indenture,
the Issuer may be required to repurchase the Notes with the
proceeds of any Asset Sale.
(7) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples
of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Issuer may require a Holder
to pay any taxes and fees required by law or permitted by the Indenture.
The Issuer is not required to transfer or exchange any Note selected for
redemption. Also, the Issuer is not required to transfer or exchange any
Note for a period of 15 days before a selection of Notes to be redeemed.
Transfer may be restricted as provided in the Indenture.
(8) PERSONS DEEMED OWNERS. The registered Holder of a Note will
be treated as its owner for all purposes.
(9) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or
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exchange offer for, the Notes), and any existing default or compliance with
any provision of the Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding
Notes (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, the Notes). Without
the consent of any Holder of a Note, the Indenture or the Notes may be
amended or supplemented to, among other things, cure any ambiguity,
omission, defect or inconsistency, or to make any change that does not
adversely affect the legal rights under the Indenture of any such Holder.
(10) DEFAULTS AND REMEDIES. In the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to
DigitalNet Holdings, any Subsidiary of DigitalNet Holdings that owns
Equity Interests of the Issuer, the Issuer, any Subsidiary Guarantor or
any Significant Subsidiary of the Issuer, all outstanding Notes will
become due and payable immediately without further action or notice. If
any other Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding
Notes may declare all the Notes to be due and payable immediately by
notice in writing to the Issuer specifying the Event of Default. Holders
of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct
the Trustee in its exercise of any trust or power. Holders of a majority
in principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and the consequences provided in
the Indenture, except a continuing Default or Event of Default in the
payment of interest or Liquidated Damages on, or the principal of, the
Notes; PROVIDED, HOWEVER that the Holders of a majority in principal
amount of the then outstanding Notes may rescind an acceleration
pursuant to Section 6.02 of the Indenture, and its consequences if
certain conditions are satisfied.
In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by or on behalf of the Issuer
with the intention of avoiding payment of the premium that the Issuer would
have had to pay if the Issuer then had elected to redeem the Notes pursuant
to Section 3.07(a) of the Indenture, an equivalent premium shall also
become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes. If an Event of Default occurs during
any time that the Notes are outstanding, by reason of any willful action
(or inaction) taken (or not taken) by or on behalf of the Issuer with the
intention of avoiding the prohibition on redemption of the Notes, then the
premium specified in Section 3.07(b) of the Indenture shall also become
immediately due and payable to the extent permitted by law upon the
acceleration of the Notes.
(11) TRUSTEE DEALINGS WITH ISSUER. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and
perform services for the Issuer or its Affiliates, and may otherwise
deal with the Issuer or its Affiliates, as if it were not the Trustee.
(12) NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder of the Issuer or any Guarantor, as such,
shall have any liability for any obligations of the Issuer or the
Guarantors under the Notes, the Indenture, the Note
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Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.
(13) AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.
(14) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
Holders under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of July 3, 2003, between the
Issuer, the Guarantors and the parties named on the signature pages
thereof (the "REGISTRATION RIGHTS AGREEMENT") or, in the case of
Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have the rights set forth in one or more
registration rights agreements, if any, between the Issuer, the
Guarantors and the other parties thereto, relating to rights given by
the Issuer and the Guarantors to the purchasers of Additional Notes.
(15) CUSIP AND ISIN NUMBERS. The Issuer has caused CUSIP and
ISIN numbers to be printed on the Notes and the Trustee may use CUSIP
and ISIN numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.
(16) GUARANTEE. The Issuer's obligations under the Notes are
fully and unconditionally guaranteed, jointly and severally, by the
Guarantors.
(17) ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian), and
U/G/M/A (=Uniform Gift to Minors Act).
(18) COPIES OF DOCUMENTS. The Issuer shall furnish to any Holder
upon written request and without charge a copy of the Indenture and/or the
Registration Rights Agreement. Requests may be made to:
DigitalNet Holdings, Inc.
2525 Network Place
Herndon, Virginia
Facsimile: 703-563-7616
Attention: Jack Pearlstein
(19) GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE NOTE
GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAWS.
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(20) REPAYMENT TO THE ISSUER. Any money deposited with the
Trustee or any Paying Agent, or then held by the Issuer, in trust for
the payment of the principal of, premium and Liquidated Damages, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium or Liquidated Damages, if any, or interest has
become due and payable shall be paid to the Issuer on its request or (if
then held by the Issuer) shall be discharged from such trust; and the
Holder of such Note shall thereafter look only to the Issuer for payment
thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuer as trustee
thereof, shall thereupon cease.