THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of March 15, 2002, among Anteon
International Corporation (formerly known as Azimuth Technologies, Inc.), a
Delaware corporation ("Anteon Delaware"), Anteon International Corporation
(formerly known as Anteon Corporation), a Virginia corporation ("Anteon
Virginia"), and The Bank of New York (as successor to IBJ Whitehall Bank & Trust
Company), a New York banking corporation, as trustee (the "Trustee").
WHEREAS, Anteon Virginia, Anteon Corporation (formerly known as Techmatics,
Inc.), a Virginia corporation and a subsidiary guarantor, CITI-SIUSS LLC, a
Delaware corporation and a subsidiary guarantor, and the Trustee are parties to
an Indenture, dated as of May 11, 1999, as amended and supplemented, providing
for the issuance of Anteon Virginia's 12% Senior Subordinated Notes due 2009
(the "Indenture");
WHEREAS, on the date hereof, Anteon Virginia will merge with and into
Anteon Delaware, with Anteon Delaware as the surviving entity (the "Merger");
WHEREAS, pursuant to Section 5.01(a) of the Indenture, Anteon Delaware and
the Trustee are required to enter into this Supplemental Indenture (the
"Supplemental Indenture") in connection with the Merger; and
WHEREAS, Anteon Delaware 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, Anteon Delaware, Anteon Virginia 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 Merger
2.1 Merger. Pursuant to Section 5.01(a) of the Indenture, upon the
effectiveness of the Merger, Anteon Delaware hereby expressly assumes, by virtue
of this Supplemental Indenture, all the obligations of Anteon Virginia under the
Indenture.
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, the Securities issued
thereunder and the Guarantees 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 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 INTERNATIONAL CORPORATION
(formerly known as Azimuth
Technologies, Inc.)
By: /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title:President and Chief Executive Officer
ANTEON INTERNATIONAL CORPORATION
(formerly known as Anteon Corporation)
By: /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title:President and Chief Executive Officer
THE BANK OF NEW YORK, as Trustee
By:
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Name:
Title:
