0001193125-04-084330 Sample Contracts

MERCURY COMPUTER SYSTEMS, INC., ISSUER AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE
Indenture • May 11th, 2004 • Mercury Computer Systems Inc • Electronic components & accessories • New York

INDENTURE, dated as of April 29, 2004, between MERCURY COMPUTER SYSTEMS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts, having its principal office at 199 Riverneck Road, Chelmsford, Massachusetts 01824-2820 (herein called the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as Trustee hereunder (herein called the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 11th, 2004 • Mercury Computer Systems Inc • Electronic components & accessories • New York

Mercury Computer Systems, Inc., a Massachusetts corporation (the “Company”), proposes to issue and sell to you (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated April 21, 2004 (the “Purchase Agreement”), $125,000,000 principal amount of its 2% Convertible Senior Notes due 2024 (the “Securities”). As an inducement to you to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the Company agrees with you, for the benefit of the holders (including the Initial Purchasers) of the Securities, as follows:

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