Exhibit 10.2


 


THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT


 


This Third Amendment to First Lien Credit Agreement
(this “Amendment”) is entered into
as of October 16, 2009 (the “Amendment
Effective Date”), by and among KRATOS
DEFENSE AND SECURITY SOLUTIONS, INC., a Delaware corporation (“Borrower”), the guarantors referred to in
the Credit Agreement (as defined below), KEYBANK
NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”)  and the Lenders party hereto.


 


RECITALS


 


WHEREAS, reference is made to that certain First
Lien Credit Agreement, dated as of December 31, 2007 (as amended from time
to time, the “Credit Agreement”;
capitalized terms used herein without definition have the meanings ascribed to
such terms in the Credit Agreement), among Borrower, KeyBank National
Association, as administrative agent and issuing lender thereunder, and the
lenders party thereto;


 


WHEREAS,
Borrower has requested that the Administrative Agent and the
Lenders agree to amend the Credit Agreement to effect certain changes thereto;


 


WHEREAS, subject to the
terms and conditions hereof, the
Administrative Agent and the Lenders have agreed to make such requested
amendments to the Credit Agreement;


 


NOW THEREFORE, in consideration of the
premises and the mutual covenants herein contained, the parties hereto hereby
agree as follows:


 


Section References.  Unless otherwise expressly
stated herein, all Section references herein shall refer to Sections of
the Credit Agreement.


 


Amendments to Section 1.1 of the
Credit Agreement.  Section 1.1 of the Credit Agreement is
hereby amended by:


 


deleting the definitions of “Acceptance
Letter”, “Incremental Trigger Date”, “Original Term Lender”, “Original Term
Loan”, “Original Term Loan Commitment”, “New Lenders”, “New Note”, “New Term
Loan Commitments” and “New Term Loans” in their entirety;


 


1

















 


deleting the second paragraph of the
definition of “Applicable Margin” and replacing it with the following:


 


“For purposes of
Borrower’s payment of interest in accordance with Section 2.6 and the
Commitment Fee specified in Section 2.7(a), each Applicable Margin
calculated in accordance with the most recent Compliance Certificate received
by Administrative Agent shall be in effect from the date such Compliance
Certificate is received by Administrative Agent to but excluding the date the
next Compliance Certificate is received; provided,
however, that (i) the Applicable Margin from the Closing Date
until Administrative Agent’s receipt of Borrower’s first Compliance Certificate
shall be determined as if the Total Leverage Ratio were in excess of 3.50:1.00,
and (ii) if at any time Borrower has not submitted to Administrative Agent
the applicable information as and when required under Section 6.2(a), the
Applicable Margin shall be determined as if the Total Leverage Ratio were in
excess of 3.50:1.00.  For the avoidance
of doubt, any reduction in the Applicable Margin pursuant to the grid above
shall not be permanent and shall be in effect only for so long as the
applicable Compliance Certificate demonstrates that the Total Leverage Ratio is
at or below the requisite level.  In the
event that any financial statement delivered pursuant to Section 6.1 or
Compliance Certificate delivered pursuant to Section 6.2 is shown to be
inaccurate (regardless of whether this Credit Agreement or the Commitments are
in effect when such inaccuracy is discovered), and such inaccuracy, if
corrected would have led to a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable
Margin applied for such Applicable Period, then (i) Borrower shall
immediately deliver to Administrative Agent a correct Compliance Certificate
for such Applicable Period, (ii) the Applicable Margin shall be determined
by reference to the corrected Compliance Certificate (but in no event shall the
Lenders owe any amounts to Borrower), and (iii) Borrower shall immediately
pay to the


 


2

















 


Administrative Agent the additional interest
owing as a result of such increased Applicable Margin for such Applicable
Period, which payment shall be promptly applied by the Administrative Agent in
accordance with the terms hereof.  This
paragraph shall not limit the rights of the Administrative Agent and the
Lenders hereunder.”;


 


adding the following clause (m) to
the definition of “Consolidated EBITDA”, immediately after existing clause (l) thereof:


 


“(m)        the amount of any insurance proceeds received from and after the Third
Amendment Effective Date during any period by Borrower or any of its
Subsidiaries to reimburse Borrower or such Subsidiary for costs that reduced
Consolidated Net Income and were recorded in such period or a prior period but
in any case subsequent to January 1, 2008, to the extent such amount has
not otherwise been included in the calculation of Consolidated Net Income or
been added to Consolidated Net Income pursuant to any other clause of this
definition;”;


 


adding the following clause (w) to
the definition of “Consolidated EBITDA”, immediately before existing clause (x) thereof:


 


“(w)        the amount of any insurance proceeds increasing Consolidated Net Income
received from and after the Third Amendment Effective Date during any period by
Borrower or any of its Subsidiaries to reimburse costs recorded in periods
prior to January 1, 2008;”;


 


deleting the reference to “December 31,
2011” in clause (a)(x) of the definition of “Maturity Date” and replacing
it with “December 31, 2012”;


 


inserting the following defined term in
alphabetical order therein:


 


““PIPE Transaction” has the meaning set
forth in the Third Amendment.”


 


3

















 


deleting the definition of “Term Loan”
in its entirety and replacing it with the following:


 


““Term Loan” means a term loan made by a
Lender to Borrower pursuant to Section 2.1(b).”;


 


deleting the definition of “Term Loan
Commitment” in its entirety and replacing it with the following:


 


““Term Loan Commitment” means, in the
aggregate, $50,000,000 and, with respect to any Term Lender, such Term Lender’s
Pro Rata Share of such amount as set forth on Schedule 2.1 attached hereto.”;
and


 


inserting the following defined terms in
alphabetical order therein:


 


““Third Amendment” means that certain Third
Amendment to First Lien Credit Agreement, dated as of October 16, 2009, by
and among Borrower, the Guarantors, the Administrative Agent and the Lenders
party thereto.


 


“Third
Amendment Effective Date” means
the “Amendment Effective Date” as defined in the Third Amendment.”


 


Amendment to Section 2.4(a) of
the Credit Agreement.  Section 2.4(a) of the Credit
Agreement is hereby amended by:


 


deleting the text of subsection (ii) thereof
in its entirety and replacing it with the following:


 


“Term Loans. 
Except as provided in Section 6.20 with respect to the refinancing
of Term Loans or in connection with the PIPE Transaction described in the Third
Amendment, Borrower may not voluntarily prepay Term Loans on or prior to the
two (2) year anniversary of the Closing Date (the “No-Call Expiry Date”).  After the No-Call Expiry Date, upon Requisite
Notice to Administrative Agent not later than the Requisite Time therefor,
Borrower may at any time and from time to time voluntarily prepay Term Loans in
part in the Minimum Amount therefor or in full, provided, however, that with respect to any voluntary
prepayment of the Term Loans (other than a voluntary prepayment pursuant to Section 6.20
or pursuant to the PIPE Transaction described in the Third Amendment)


 


4

















 


occurring at anytime after the No-Call Expiry
Date but on or prior to the five (5) year anniversary of the Closing Date
(the “Call Protection Expiry Date”),
Borrower shall pay to the Term Lenders the applicable Prepayment Premium.  Administrative Agent will promptly notify
each Term Lender of such voluntary prepayment and of such Lender’s Pro Rata
Share of such prepayment.  Any prepayment
of a Term Loan shall be accompanied by all accrued interest thereon and, in the
case of any Term Loan that is an Offshore Rate Loan, the amounts set forth in Section 3.5.”;
and


 


deleting the second sentence of
subsection (iii) thereof in its entirety and replacing it with the
following:


 


“Any voluntary
prepayment of any Term Loans pursuant to Section 2.4(a)(ii) shall be
applied to repay such Term Loans on a pro rata basis (in accordance with the
outstanding principal amounts thereof) and shall be further applied on a pro
rata basis to reduce the remaining scheduled Installments of principal of such
Term Loans.”


 


Global Amendments to Credit Agreement.  The Credit Agreement is hereby
amended by:


 


deleting each reference to “Original
Term Loan” and “Original Term Loans” therein and replacing it with “Term Loan”
and “Term Loans”, respectively; and


 


deleting each reference to “Original
Term Loan Commitment” therein and replacing it with “Term Loan Commitment”.


 


Amendment to Section 2.12 of the
Credit Agreement.  Section 2.12 of the Credit Agreement is
hereby amended by deleting the text thereof in its entirety and replacing it
with “[Reserved]”.


 


5

















 


Amendment to Section VI of the
Credit Agreement.  Section VI of the Credit Agreement is
hereby amended by adding the following Section 6.20 immediately after the
conclusion of Section 6.19:


 


“REFINANCING OF TERM LOANS.  Borrower shall use its best efforts to
refinance and repay in full the Term Loans that are outstanding on the Third
Amendment Effective Date no later than March 12, 2010.  Any prepayment pursuant to this Section 6.20
shall be made in accordance with Section 2.4(a)(ii) (to the extent
applicable to prepayments pursuant to this Section 6.20) and applied as
set forth in Section 2.4(a)(iii); provided,
however, that notwithstanding anything in this Agreement to the contrary,
so long as the refinancing contemplated by this Section 6.20 results in a
full prepayment of the Term Loans, no Prepayment Premium and no Make Whole
Amount as set forth in Section 2.4(d) will be due or payable with
respect to such prepayment.  For the
avoidance of doubt, any partial prepayment of Term Loans (except in connection
with the PIPE Transaction described in the Third Amendment) will be subject to
the Prepayment Premium contemplated by Section 2.4(a)(ii).  The Term Lenders will not be permitted to
refuse such repayment in full.”


 


Amendment to Section 7.6(f) of
the Credit Agreement.  Section 7.6(f) of the Credit
Agreement is hereby amended by deleting the text thereof in its entirety and
replacing it with “[Reserved]”.


 


Amendment to Section 7.12(a) of
the Credit Agreement.  Section 7.12(a) of the Credit
Agreement is hereby amended by deleting the proviso thereto.


 


Amendment to Schedule 7.12(c) of
the Credit Agreement.  Schedule 7.12(c) of the Credit Agreement
is hereby amended by deleting the text thereof in its entirety and inserting
the following in lieu thereof:


 


6

















 


SCHEDULE 7.12(c)


 


MINIMUM LIQUIDITY RATIO


 


	
  Fiscal Quarter

  Ending

  	
   

  	
  Liquidity

  Ratio

  	
   

  
	
  December 31,
  2007

  	
   

  	
  1.27:1.00

  	
   

  
	
  March 31, 2008

  	
   

  	
  1.33:1.00

  	
   

  
	
  June 30, 2008

  	
   

  	
  1.31:1.00

  	
   

  
	
  September 30,
  2008

  	
   

  	
  1.31:1.00

  	
   

  
	
  December 31,
  2008

  	
   

  	
  1.42:1.00

  	
   

  
	
  March 31, 2009

  	
   

  	
  1.40:1.00

  	
   

  
	
  June 30, 2009

  	
   

  	
  1.37:1.00

  	
   

  
	
  September 30,
  2009

  	
   

  	
  1.35:1.00

  	
   

  
	
  December 31,
  2009

  	
   

  	
  1.33:1.00

  	
   

  
	
  March 31, 2010

  	
   

  	
  1.21:1.00

  	
   

  
	
  June 30, 2010

  	
   

  	
  1.18:1.00

  	
   

  
	
  September 30,
  2010

  	
   

  	
  1.18:1.00

  	
   

  
	
  December 31,
  2010

  	
   

  	
  1.17:1.00

  	
   

  
	
  March 31, 2011

  	
   

  	
  1.17:1.00

  	
   

  
	
  June 30, 2011

  	
   

  	
  1.17:1.00

  	
   

  
	
  September 30,
  2011

  	
   

  	
  1.17:1.00

  	
   

  
	
  December 31,
  2011

  	
   

  	
  1.04:1.00

  	
   

  
	
  March 31, 2012

  	
   

  	
  1.09:1.00

  	
   

  
	
  June 30, 2012

  	
   

  	
  1.16:1.00

  	
   

  
	
  September 30,
  2012

  	
   

  	
  1.24:1.00

  	
   

  
	
  December 31,
  2012

  	
   

  	
  1.42:1.00

  	
   

  



 


Conflict with First Amendment.  In the event of any conflict
between the Credit Agreement, as amended hereby, and Sections 3 and 5 of that
certain Amendment and Waiver of First Lien Credit Agreement, dated as of March 27,
2008, by and among Borrower, the Guarantors, the Administrative Agent and the
Lenders party thereto, the Credit Agreement, as amended hereby, shall control.


 


Conditions Precedent.  The effectiveness of this
Amendment is subject to the satisfaction of each of the following conditions
precedent:


 


7

















 


The Lenders shall have received all of
the following, in form and substance satisfactory to the Lenders:


 


Amendment.  This Amendment, duly executed
and delivered by each Credit Party, the Administrative Agent and the Lenders;


 


Settlement
Agreement and Releases.  A copy of the Settlement Agreement and
General Release of Claims, in the form attached hereto as Exhibit A,
and evidence that such Settlement Agreement and General Release of Claims has
been duly executed and delivered by Borrower, KeyBank National Association,
Field Point III, Ltd. and SPF CDO I, Ltd.;


 


Second
Lien Amendment.  A copy of the Third Amendment to Second Lien
Credit Agreement, in the form attached hereto as Exhibit B, and
evidence that such Third Amendment to Second Lien Credit Agreement has been
duly executed and delivered by each Credit Party, the Second Lien
Administrative Agent and the lenders party to the Second Lien Credit Agreement;


 


Costs
and Expenses.  The costs, expenses and other amounts payable
on the Amendment Effective Date referred to in Section 15 hereof, which,
in the case of the costs, expenses and other amounts payable pursuant to Section 15(b) hereof,
shall be those costs, expenses and other amounts as set forth on Exhibit C
attached hereto; provided, however, that the amounts specified on Exhibit C
relating to reimbursement for the costs, expenses and other amounts paid to
Alvarez & Marsal Transaction Advisory Group LLC (“Alvarez”)
shall only be payable


 


8

















 


upon Borrower’s receipt of the financial
due diligence report prepared by Alvarez ; and


 


Additional
Information.  Such additional documents, instruments and
information as Administrative Agent may reasonably request to effect the
transactions contemplated hereby, including, without limitation, evidence of
corporate authorization and an opinion of Borrower’s outside counsel as to
typical corporate matters such as authorization, lack of conflicts and
enforceability.


 


PIPE Transaction.  Borrower shall have
consummated a PIPE transaction (the “PIPE
Transaction”) that shall have yielded Net Cash Equity Proceeds of at
least $17,000,000.  The Net Cash Equity
Proceeds from such PIPE Transaction shall have been applied to prepayment of
the Loans as set forth in Sections 2.4(b)(iii) and 2.4(c) of the
Credit Agreement without regard to the $50,000,000 threshold set forth in said Section 2.4(b)(iii).  Notwithstanding anything in the Credit
Agreement to the contrary (including, without limitation, Section 2.4(a)(ii) and
Section 6.20, each as amended or inserted hereby), no Make-Whole Amount or
Prepayment Premium will be due or payable with respect to the prepayment contemplated
by this Section 11(b).


 


Representations and Warranties.  On the Amendment Effective
Date, the representations and warranties contained herein and in the other Loan
Documents shall be true and correct in all material respects on and as of the
Amendment Effective Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects on and as of such
earlier date.


 


9














 


Completion of Proceedings.  All partnership, corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby shall be satisfactory in form and substance to
Administrative Agent and its counsel, and Administrative Agent and such counsel
shall have received all such counterpart originals or certified copies of such
documents as Administrative Agent may reasonably request.


 


No Default.  On the Amendment Effective
Date after giving effect to this Amendment, no event shall have occurred and be
continuing that would constitute a Default or an Event of Default.


 


Representations and Warranties;
Reaffirmation of Grant.  Each Credit Party hereby represents and
warrants to the Administrative Agent and the Lenders that, as of the Amendment
Effective Date and after giving effect to this Amendment, (a) all
representations and warranties of the Credit Parties set forth in the Credit
Agreement and in any other Loan Document are true and correct in all material
respects on and as of the Amendment Effective Date to the same extent as though
made on and as of such date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date, (b) no Default or Event of
Default has occurred and is continuing, (c) the Credit Agreement (as
amended by this Amendment) and all other Loan Documents are and remain legally
valid, binding obligations of the Credit Parties, enforceable against each such
Credit Party in accordance with their respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability and (d) each of the Security Documents to which
such Credit Party is a party and all of the Collateral described therein do and
shall continue to secure the payment of all Obligations as set forth in such
respective Security Documents.  Each
Credit Party that is a party to the Pledge and Security


 


10

















 


Agreement or any of the other Security
Documents hereby reaffirms its grant of a security interest in the Collateral
to the Administrative Agent for the ratable benefit of the Secured Parties (as
defined in the Pledge and Security Agreement), as collateral security for the
prompt and complete payment and performance when due of the Obligations.


 


Survival of Representations and
Warranties.  All representations and warranties made in
this Amendment or any other Loan Document shall survive the execution and
delivery of this Amendment, and no investigation by the Administrative Agent or
the Lenders shall affect the representations and warranties or the right of the
Administrative Agent and the Lenders to rely upon them.  If any representation or warranty made in
this Amendment is false in any material respect as of the date made or deemed
made, then such shall constitute an Event of Default under the Credit
Agreement.


 


Reference to Agreement.  Each of the Loan Documents,
including the Credit Agreement, and any and all other agreements, documents or
instruments now or hereafter executed and/or delivered pursuant to the terms
hereof or pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference in such Loan Documents to the Credit
Agreement, whether direct or indirect, shall mean a reference to the Credit
Agreement as amended hereby.  This
Amendment shall constitute a Loan Document under the Credit Agreement.


 


Costs and Expenses of the Lenders.  Company shall pay (a) on
the Third Amendment Effective Date to each Lender an amount equal to such
Lender’s Pro Rata Share (such Pro Rata Share to be calculated by also including
KeyBank National Association’s $10,000,000 Second Lien Loans) of $500,000 (for
the avoidance of doubt, such amount shall not be included in the calculation of
“Consolidated Interest Charges” for any period) and (b) on demand all
costs and expenses of the Administrative Agent and the Lenders (including the
fees, costs and expenses of counsel to the Administrative Agent and/or the
Lenders)


 


11

















 


pursuant to Section 10.3 of the Credit
Agreement that are outstanding as of the Third Amendment Effective Date; provided,
however, that notwithstanding anything contained in Section 10.3 of
the Credit Agreement, Company shall not be required to pay those legal expenses
of the Administrative Agent and the Lenders incurred directly in connection
with the Administrative Agent’s and each Lender’s defense in and settlement of
the matter filed on June 4, 2009 as Kratos
Defense & Security Solutions, Inc. v. Field Point III, Ltd., et
al., Case No. 09-cv-1284 (N.D. Ohio) and the matter filed on August 5,
2009 as Field Point III Ltd., et. al. v.
Kratos Defense & Security Solutions, Inc., Case No. 09-cv-6921
(S.D.N.Y.).  For the avoidance of doubt,
the proviso of the preceding sentence is applicable only to the specific
matters described therein and shall have no applicability to any other expenses
incurred by the Administrative Agent or any Lender at any time, which such
expenses shall be reimbursed by the Credit Parties in accordance with the terms
of the Credit Agreement and the other Loan Documents.


 


Governing Law.  THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


 


Execution.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier (or electronic mail (in PDF
format)) shall be effective as delivery of a manually executed counterpart of
this Amendment.


 


Limited Effect.  This Amendment relates only to
the specific matters expressly covered herein, shall not be considered to be a
waiver of any rights,


 


12

















 


claims or remedies the Borrower or any Lender
may have under, or compliance by the Borrower or any Lender with any term or
provision of, the Credit Agreement or any other Loan Document or applicable
law, and shall not be considered to create a course of dealing or to otherwise
obligate in any respect any Lender to execute similar or other amendments or
grant any waivers under the same or similar or other circumstances in the
future.


 


Ratification by Guarantors.  Each of the Guarantors
acknowledges that its consent to this Amendment is not required, but each of
the undersigned nevertheless does hereby agree and consent to this Amendment
and to the documents and agreements referred to herein.  Each of the Guarantors agrees and
acknowledges that (i) notwithstanding the effectiveness of this Amendment,
such Guarantor’s guaranty shall remain in full force and effect without
modification thereto and (ii) nothing herein shall in any way limit any of
the terms or provisions of such Guarantor’s guaranty or any other Loan Document
executed by such Guarantor (as the same may be amended from time to time), all
of which are hereby ratified, confirmed and affirmed in all respects.  Each of the Guarantors hereby agrees and
acknowledges that no other agreement, instrument, consent or document shall be
required to give effect to this section. 
Each of the Guarantors hereby further acknowledges that Borrower, the
Administrative Agent and any Lender may from time to time enter into any further
amendments, modifications, terminations and/or waivers of any provisions of the
Loan Documents without notice to or consent from such Guarantor and without
affecting the validity or enforceability of such Guarantor’s guaranty or giving
rise to any reduction, limitation, impairment, discharge or termination of such
Guarantor’s guaranty.


 


[signature pages follow]


 


13

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.


 


	
   

  	
  KRATOS DEFENSE AND SECURITY
  SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS

  
	
   

  	
   

  
	
   

  	
  MADISON RESEARCH CORPORATION, an Alabama corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KRATOS COMMERCIAL SOLUTIONS,
  INC. (f/k/a
  SecurePlanet, Inc.), a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WFI NMC CORP., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KRATOS TEXAS, INC. (f/k/a
  WFI Texas, Inc.),  a Texas corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Third
  Amendment to First Lien Credit Agreement Signature Page

  



 

















 


	
   

  	
  KRATOS SOUTHEAST, INC.
  (f/k/a WFI Georgia Inc.), a Georgia corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KRATOS MID-ATLANTIC, INC.
  (f/k/a WFI Delaware Inc.), a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KRATOS GOVERNMENT SOLUTIONS,
  INC. (f/k/a WFI Government Services, Inc.), a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEFENSE SYSTEMS,
  INCORPORATED, a Virginia corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JMA ASSOCIATES, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Third
  Amendment to First Lien Credit Agreement Signature Page

  



 

















 


	
   

  	
  HAVERSTICK CONSULTING, INC., an Indiana corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HGS HOLDINGS, INC., an Indiana corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HAVERSTICK GOVERNMENT
  SOLUTIONS, INC., an Ohio
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DTI ASSOCIATES, INC., a Virginia corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROCKET SUPPORT SERVICES, LLC, an Indiana limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By: HGS Holdings, Inc., its sole member
  and sole manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Third
  Amendment to First Lien Credit Agreement Signature Page

  



 

















 


	
   

  	
  KRATOS SOUTHWEST L.P. (f/k/a
  WFI Southwest L.P.), a Texas
  limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Kratos Texas, Inc., a Texas
  corporation, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
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  SYS, a California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  POLEXIS, INC., a California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHADOW I, INC., a California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Third
  Amendment to First Lien Credit Agreement Signature Page

  



 

















 


	
   

  	
  SHADOW II, INC., a California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHADOW III, INC., a California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REALITY BASED IT SERVICES,
  LTD., a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AI METRIX, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Third Amendment to First
  Lien Credit Agreement Signature Page

  



 

















 


	
   

  	
  DIGITAL FUSION, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DIGITAL FUSION SOLUTIONS,
  INC., a Florida corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUMMIT RESEARCH CORPORATION, an Alabama corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Third
  Amendment to First Lien Credit Agreement Signature Page

  



 














 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION, as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
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  Third
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  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
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  Third
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  FIELD POINT III, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
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  Name:

  	
   

  
	
   

  	
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  Third
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  FIELD POINT IV, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
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  Third
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  SPF CDO I, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
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  Third
  Amendment to First Lien Credit Agreement Signature Page

  



 

















 


	
   

  	
  BROAD POINT I, B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
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  Third Amendment to First
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Exhibit A


 


Settlement
Agreement and General Release of Claims


 

















 


Exhibit B


 


Third
Amendment to Second Lien Credit Agreement


 

















 


Exhibit C


 


Costs,
Expenses and Other Amounts Payable Pursuant to Section 15(b)


 


	
  Costs, Expenses and Other Amounts Payable to:

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Latham &
  Watkins LLP

  	
   

  	
  $

  	
  74,315.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Silver Point
  Capital, L.P. (for reimbursement for the costs, expenses and other amounts
  paid to Alvarez & Marsal Transaction Advisory Group, LLC)

  	
   

  	
  $

  	
  26,375.60