INDENTURE, dated as of March 25, 2011, among ACQUISITION CO. LANZA PARENT as Issuer, THE GUARANTORS HEREAFTER PARTIES HERETO, as Guarantors and WILMINGTON TRUST FSB, as Trustee and Collateral Agent 10% Senior Secured Notes due 2017Indenture, • March 29th, 2011 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • New York
INDENTURE, dated as of March 25, 2011, among Acquisition Co. Lanza Parent, a Delaware corporation (the “Company”), the Guarantors (as herein defined) hereafter parties hereto and Wilmington Trust FSB (“Wilmington”), as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).
SECURITY AGREEMENTSecurity Agreement • March 29th, 2011 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • New York
This SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 25th day of March, 2011 by:
ACQUISITION CO. LANZA PARENT 10% Senior Secured Notes due 2017 (Stage I) KRATOS DEFENSE & SECURITY SOLUTIONS, INC. 10% Senior Secured Notes due 2017 (Stage II) REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2011 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • New York
Acquisition Co. Lanza Parent, a Delaware corporation (“the Stage I Issuer”) and a wholly owned unrestricted subsidiary of Kratos Defense & Security Solutions, Inc. (“Kratos” or the “Stage II Issuer”), is issuing and selling to Jefferies & Company, Inc. (“Jefferies”) and the other initial purchasers listed in Schedule I hereto (together with Jefferies, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated March 22, 2011, by and among, the Stage I Issuer, Kratos, Lanza Acquisition Co., a Delaware corporation and an indirect wholly owned subsidiary of Kratos (“Acquisition Co.”), the Stage II Guarantors (as defined below) and the Initial Purchasers (the “Purchase Agreement”) (which upon consummation of the Acquisition, will have been duly and validly authorized by each of the Herley Entities, as such terms are defined herein), $285,000,000 in aggregate principal amount of its 10% Senior Secured Notes due 2017 issued by the Stage I Issuer (each, a “Stage I Not
ACQUISITION CO. LANZA PARENT 10% Senior Secured Notes due 2017 (Stage I) KRATOS DEFENSE & SECURITY SOLUTIONS, INC. 10% Senior Secured Notes due 2017 (Stage II) PURCHASE AGREEMENTPurchase Agreement • March 29th, 2011 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • New York
JEFFERIES & COMPANY, INC. As Representative of the Initial Purchasers listed in Schedule I hereto c/o Jefferies & Company, Inc. 520 Madison Avenue New York, New York 10022
