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  Exhibit 10.2    
    


KRATOS DEFENSE & SECURITY SOLUTIONS, INC.,


as
Issuer, 


THE GUARANTORS HEREAFTER PARTIES HERETO,


as
Guarantors 


and 


WILMINGTON TRUST FSB,


as
Trustee and Collateral Agent 










  







FIRST SUPPLEMENTAL INDENTURE


Dated
as of February 7, 2011 


Supplementing
the Indenture, Dated as of May 19, 2010 










  






Providing
for the 


Amendment
to the Terms of 10% Senior Secured Notes due 2017 













































  
        THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 7, 2011 (the "First Supplemental
Indenture"), is by and among KRATOS DEFENSE & SECURITY SOLUTIONS, INC., a corporation duly incorporated and existing under the laws of the State of Delaware (the
"Company"), the guarantors listed on Exhibit A hereto (the "Guarantors") and WILMINGTON
TRUST FSB, as trustee (the "Trustee") and collateral agent (the "Collateral Agent"), for the
Company's 10% Senior Secured Notes due 2017 (the "2017 Notes"). 



        Capitalized
terms used herein and not otherwise defined herein shall have the meanings ascribed to thereto in the Original Indenture (as defined below). 


RECITALS 


        WHEREAS,
the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of May 19, 2010, providing for the issuance of the 2017 Notes (the
"Original Indenture" and as amended, supplemented, waived or otherwise modified, the "Indenture"); 


        WHEREAS,
the Company intends to enter into an agreement and plan of merger with, among other parties, Herley Industries, Inc., a Delaware corporation
("Herley"), pursuant to which Herley will become a wholly owned subsidiary of the Company following the acquisition of all of Herley's issued and
outstanding capital stock through a tender offer followed by a subsequent merger transaction (the "Herley Acquisition"); 


        WHEREAS,
the Company has formed a Wholly-Owned Unrestricted Subsidiary ("Acquisition Holdco"), which the Company intends to cause to issue
up to $325.0 million in aggregate principal amount of Acquisition Holdco's new senior secured notes (the "Acquisition Notes") to finance a
portion of the purchase price of the Herley Acquisition and related transaction fees and expenses and for general corporate purposes; 



        WHEREAS,
following the consummation of the Herley Acquisition, it is contemplated that Acquisition Holdco will be redesignated as a Restricted Subsidiary of the Company and will be
merged into the Company, the Acquisition Notes will be exchanged (the "Exchange Debt Offering") by the Company for Additional Notes to be issued by the
Company under the Indenture, which will be guaranteed by all of the Guarantors, and secured by the same collateral as the 2017 Notes on a pari passu basis; 


        WHEREAS,
the Company's Consolidated Fixed Charge Coverage Ratio determined on a pro forma basis, after giving effect to the Herley Acquisition and the incurrence of such additional
Indebtedness and the application of proceeds thereof, might not at the time of the Exchange Debt Offering be greater than 2.00 to 1.00 for purposes of the incurrence test contained in the proviso to
Section 4.08(a) of the Original Indenture; 


        WHEREAS,
as of the date of this First Supplemental Indenture, $225.0 million aggregate principal amount of 2017 Notes remain outstanding; 


        WHEREAS,
Section 9.02 of the Original Indenture provides that the Company and the Guarantors, when authorized by a Board Resolution, and the Trustee or Collateral Agent, as
applicable, together, with the written consent of Holders representing at least a majority in aggregate principal amount of the outstanding 2017 Notes affected by such supplemental indenture
may enter into an indenture supplemental to the Original Indenture for the purpose of amending or supplementing the Original Indenture; 


        WHEREAS,
the Company has requested the Trustee to join with it in entering into this First Supplemental Indenture for the purpose of amending the Original Indenture to amend
Section 4.08(a) in the Original Indenture, to permit the issuance of Additional Notes in connection with the Herley Acquisition, as permitted by Section 9.02 of the Original Indenture; 



        WHEREAS,
the Company has been soliciting consents to this First Supplemental Indenture upon the terms and subject to the conditions set forth in its Consent Letter, dated
January 31, 2011, and the 










related
consent (which together, including any amendments, modifications or supplements thereto, constitute the "Consent Solicitation"); and 


        WHEREAS,
(1) the Company and the Guarantors have been authorized by a Board Resolution to enter into an indenture supplemental to the Original Indenture, (2) the Company
has received the written consent of the Holders of more than a majority in principal amount of the outstanding 2017 Notes, all as certified by an Officers' Certificate delivered to the Trustee
simultaneously with the execution and delivery of this First Supplemental Indenture, (3) the Company has delivered to the Trustee
simultaneously with the execution and delivery of this First Supplemental Indenture an Opinion of Counsel relating to this First Supplemental Indenture as contemplated by Section 11.04 of the
Original Indenture and (4) the Company has satisfied all other conditions required under Article Nine of the Original Indenture to enable the Company and the Trustee to enter into this First
Supplemental Indenture. 


        NOW,
THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the
2017 Notes, as follows: 


 AGREEMENTS  


 ARTICLE I  


 AMENDMENTS TO INDENTURE; EFFECTIVENESS OF AMENDMENTS  


        Section 1.1    Amendments to the Indenture.    


        (a)   Section 1.01
of the Indenture is hereby amended by adding the following definitions: 


        "Herley" means Herley Industries, Inc., a Delaware corporation. 



        "Herley Acquisition" means the acquisition by the Company through one or more of its Subsidiaries of all of the issued and outstanding
capital stock of Herley. 


        (b)   Section 4.08(a)
of the Indenture is hereby amended by adding a new sentence at the end thereof as follows: 


        "Notwithstanding
the foregoing proviso, the Company may incur Indebtedness and any of its Restricted Subsidiaries that is a Guarantor may incur Indebtedness in the form of Additional
Notes in an aggregate principal amount of up to $325.0 million to the extent issued in exchange for Indebtedness incurred by an Unrestricted Subsidiary and to the extent incurred by such
Unrestricted Subsidiary of the Company to fund a portion of the purchase price of the Herley Acquisition and related transaction fees and expenses and for general corporate purposes without regard to
the Consolidated Fixed Charge Coverage Ratio of the Company at the time of such incurrence or after giving effect to the incurrence thereof." 


        Section 1.2    Effectiveness of this First Supplemental
Indenture.    This First Supplemental Indenture is entered into pursuant to and consistent with Section 9.02 of the Indenture, and nothing
herein shall constitute a waiver, amendment, modification or deletion of the Indenture requiring the approval of each Holder affected thereby pursuant to clauses (1) through (9) of the
first paragraph of Section 9.02 of the Indenture. Upon the execution of this First Supplemental Indenture by the Company, the Guarantors, the Trustee and the Collateral Agent, the Indenture
shall be amended and supplemented in accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture for all purposes and each Holder shall be bound thereby;
provided, however, that the provisions of the Indenture referred to in Section 1.1 above (such provisions being referred to as the
"Section 1.1 Provisions") will remain in effect in the form they existed prior to the execution of this First Supplemental Indenture, and the waivers, amendments
and modifications to the Section 1.1 Provisions will not become operative, and the terms of the Indenture will not be waived, amended or modified, in each case, unless (x) at least one
Business Day prior to the consummation of the Exchange Debt Offering, the Company has not delivered to the Trustee an Officers' Certificate pursuant to which the Company notifies the Trustee that it
does not desire this First Supplemental Indenture to become 










effective
(in which case this First Supplemental Indenture shall thereafter be deemed to be ineffective for all purposes under the Indenture), (y) the Company has made a cash payment to the
Trustee immediately prior to the consummation of the Exchange Debt Offering in an amount equal to $5 per $1,000 principal amount of all 2017 Notes for the account of each Holder in whose name a
2017 Note was registered at 5:00 p.m., New York City time, on January 28, 2011, regardless of whether such Holder consented to the proposed amendments to the Indenture contained herein
and (z) Herley becomes a Wholly-Owned Restricted Subsidiary of the Company and a Guarantor substantially contemporaneously with the consummation of the Exchange Debt Offering. 


 ARTICLE II  


 MISCELLANEOUS PROVISIONS  


        Section 2.1    Confirmation of the Original
Indenture.    The Original Indenture, as heretofore supplemented and amended by this First Supplemental Indenture, as well as the 2017 Notes,
are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of 2017 Notes, heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of each shall be read together as though
they constitute a single instrument, except that in the case of conflict the provisions of this First Supplemental Indenture shall control. 



        Section 2.2    Governing Law.    This First Supplemental
Indenture shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state. 


        Section 2.3    Successors.    All agreements of the
Company in this First Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors. 



        Section 2.4    Duplicate Originals.    All parties may
sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. The exchange of copies of this First
Supplemental Indenture and of signature pages by facsimile or pdf shall constitute effective execution and delivery of this First Supplemental Indenture. Signatures of the parties hereto transmitted
by facsimile or pdf shall be deemed to be their original signatures for all purposes. 


        Section 2.5    Severability.    In case any one or more of
the provisions in this First Supplemental Indenture or in the 2017 Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof
shall be enforceable to the full extent permitted by law. 


        Section 2.6    Trustee Not Responsible for
Recitals.    The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. 



        Section 2.7    Effect of Headings.    The Section headings
herein are for convenience only and shall not affect the construction thereof. 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 













































  
        IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year written above. 

 






 



							
	 	 	 KRATOS DEFENSE SYSTEMS & SOLUTIONS, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  AI METRIX, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  DEFENSE SYSTEMS, INCORPORATED
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  DIGITAL FUSION SOLUTIONS, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  DIGITAL FUSION, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  DTI ASSOCIATES, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  HAVERSTICK CONSULTING, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer




 

 




 






 



							
	

 	
 	
  HAVERSTICK GOVERNMENT SOLUTIONS, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  HGS HOLDINGS, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  JMA ASSOCIATES, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  KRATOS COMMERCIAL SOLUTIONS, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  KRATOS GOVERNMENT SOLUTIONS, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  KRATOS MID-ATLANTIC, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  KRATOS SOUTHEAST, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer




 

 




 






 



							
	

 	
 	
  KRATOS SOUTHWEST, L.P.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  KRATOS TEXAS, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  MADISON RESEARCH CORPORATION
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  POLEXIS, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  REALITY BASED IT SERVICES, LTD.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  ROCKET SUPPORT SERVICES, LLC
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  SHADOW I, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer




 

 




 






 



							
	

 	
 	
  SHADOW II, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  SHADOW III, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  SUMMIT RESEARCH CORPORATION
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  SYS
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  WFI NMC CORP.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  CHARLESTON MARINE CONTAINERS, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  DALLASTOWN REALTY I, LLC
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer




 

 




 






 



							
	

 	
 	
  DALLASTOWN REALTY II, LLC
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  GICHNER HOLDINGS, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  GICHNER SYSTEMS GROUP, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  GICHNER SYSTEMS INTERNATIONAL, INC.
	

 	
 	
 By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer
	

 	
 	
  WILMINGTON TRUST FSB, as Trustee and Collateral Agent
	

 	
 	
 By:	
 	
/s/ Jane Schweiger







 
	 	 	 	 	Name:	 	Jane Schweiger
	 	 	 	 	Title:	 	Vice President




 

 










































  EXHIBIT A  


Guarantors 


AI
METRIX, INC. 


DEFENSE
SYSTEMS, INCORPORATED 


DIGITAL
FUSION SOLUTIONS, INC. 



DIGITAL
FUSION, INC. 


DTI
ASSOCIATES, INC. 


HAVERSTICK
CONSULTING, INC. 


HAVERSTICK
GOVERNMENT SOLUTIONS, INC. 


HGS
HOLDINGS, INC. 


JMA
ASSOCIATES, INC. 


KRATOS
COMMERCIAL SOLUTIONS, INC. 


KRATOS
GOVERNMENT SOLUTIONS, INC. 


KRATOS
MID-ATLANTIC, INC. 


KRATOS
SOUTHEAST, INC. 



KRATOS
SOUTHWEST, L.P. 


KRATOS
TEXAS, INC. 


MADISON
RESEARCH CORPORATION 


POLEXIS, INC. 


REALITY
BASED IT SERVICES, LTD. 


ROCKET
SUPPORT SERVICES, LLC 


SHADOW
I, INC. 


SHADOW
II, INC. 


SHADOW
III, INC. 


SUMMIT
RESEARCH CORPORATION 


SYS



WFI
NMC CORP. 


CHARLESTON
MARINE CONTAINERS, INC. 


DALLASTOWN
REALTY I, LLC 


DALLASTOWN
REALTY II, LLC 


GICHNER
HOLDINGS, INC. 


GICHNER
SYSTEMS GROUP, INC. 


GICHNER
SYSTEMS INTERNATIONAL, INC. 











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Exhibit 10.2