Exhibit 4.6
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of , 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,
Interactive Media Corp., 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.
2
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:
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Name: Xxxxxx Xxxxx
Title: President and Chief Executive Officer
ANTEON INTERNATIONAL CORPORATION
(formerly known as Anteon Corporation)
By:
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Name: Xxxxxx Xxxxx
Title: President and Chief Executive Officer
THE BANK OF NEW YORK, AS TRUSTEE
By:
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Name:
Title:
