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EXHIBIT 4.6
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CUSIP: 25389F AA 2
ISIN: US25389FAA21
No. __ $________
DIGITALNET, INC.
9% Senior Notes due 2010
Issue Date: July 3, 2003
DigitalNet, Inc., a Delaware corporation (the "ISSUER", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to CEDE & CO., or its registered assigns, the
principal sum of
($ ), 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.
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
(Trustee's Certificate of Authentication)
This is one of the 9% Senior Notes due 2010 described in the within-mentioned
Indenture.
Dated: July 3, 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.
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
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DIGITALNET, INC.
9% Senior Notes due 2010
THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES
FOR THE BENEFIT OF THE ISSUER THAT:
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(i) (a) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A,
(b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
THE SECURITIES ACT,
(c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
SECURITIES ACT,
(d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AN
"INSTITUTIONAL ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH
TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN
BE OBTAINED FROM THE TRUSTEE) (AND BASED UPON AN OPINION OF
COUNSEL IF THE ISSUER SO REQUESTS), OR
(e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL IF THE ISSUER SO REQUESTS),
(ii) TO THE ISSUER, OR
(iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION
AND
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(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER FROM IT OF THIS NOTE OF THE RESALE RESTRICTIONS SET FORTH IN (A)
ABOVE.
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
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with 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
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interest and Liquidated Damages, if any, to the redemption date, with the
net cash 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,
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without limitation, consents obtained in connection with a purchase of, or
tender offer or 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.
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(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 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
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(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.
(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.