EXHIBIT 10.2
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as
of December 13, 2005, is between Anteon International Corporation, a Delaware
corporation (the "Company"), and American Stock Transfer & Trust Company, a New
York corporation (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of March 15, 2002 (the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to further amend the Rights Agreement as set forth
below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. AMENDMENT OF SECTION 1.
Section 1 of the Rights Agreement is amended by adding thereto
new subsection (p) which shall appear immediately after subsection (o) and which
shall read as follows:
"(p) 'Merger Agreement' shall mean the Agreement and Plan of
Merger, dated December 13, 2005, by and among the Company,
General Dynamics Corporation, a Delaware corporation (the
"Parent"), and Avenger Acquisition Corporation, a Delaware
corporation and an indirect wholly-owned subsidiary of the
Parent (the "Merger Subsidiary"), as the same may be amended
from time to time.
2. AMENDMENT OF SECTION 7.
Paragraph (a) of Section 7 of the Rights Agreement is amended
by deleting the word "or" immediately preceding clause (iii) thereof and by
adding the following new phrase immediately following clause (iii) thereof: "or
(iv) immediately prior to the Effective Time (as defined in the Merger
Agreement)."
3. ADDITION OF NEW SECTION 36.
The Rights Agreement is amended by adding a Section 36 thereof
which shall read as follows:
"Section 36. EXCEPTION FOR MERGER AGREEMENT. Notwithstanding
any provision of this Agreement to the contrary, neither a
Section 11(a)(ii) Event, Section 13(a) Event, Separation Date,
Shares Acquisition Date nor a
Triggering Event shall be deemed to have occurred, none of the
Parent, the Merger Subsidiary (each as defined in the Merger
Agreement) or any of their Affiliates or Associates shall be
deemed to have become an Acquiring Person, and no holder of
any Rights shall be entitled to exercise such Rights under, or
be entitled to any rights pursuant to, any of Sections 3(a),
7(a), 11(a) or 13 of this Agreement, in any such case by
reason of (a) the approval, execution or delivery of the
Merger Agreement or any amendments thereof or (b) the
commencement or, prior to termination of the Merger Agreement,
the consummation of any of the transactions contemplated by
the Merger Agreement, including the Merger (as defined in the
Merger Agreement)."
4. EFFECTIVENESS.
This Amendment shall be deemed effective as of the date hereof as if
executed by both parties hereto on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
5. MISCELLANEOUS.
This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal, or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
ANTEON INTERNATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President &
General Counsel
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
