CREDIT AGREEMENT Dated as of March 5, 2010 among INTEGRAL SYSTEMS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole Lead...Credit Agreement • May 5th, 2010 • Integral Systems Inc /Md/ • Services-computer integrated systems design • New York
Contract Type FiledMay 5th, 2010 Company Industry JurisdictionThis CREDIT AGREEMENT (“Agreement”) is entered into as of March 5, 2010 among INTEGRAL SYSTEMS, INC., a Maryland corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
LOAN AGREEMENT -------------- This Loan Agreement (the "Agreement") dated as of November 14, 1997, by and -- between NationsBank, N.A., a national banking association ("Bank") and the Borrower described below:Loan Agreement • July 2nd, 1998 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Virginia
Contract Type FiledJuly 2nd, 1998 Company Industry Jurisdiction
Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount --------- ------------------------------------------------------------------------------- -------------------------------- 0001 1 $3,400,000.00 LO $3,400,000.00 Noun: CCS-C...Integral Systems Inc /Md/ • May 15th, 2002 • Services-computer integrated systems design
Company FiledMay 15th, 2002 Industry
Exhibit 4.2 FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 8th, 1999 • Integral Systems Inc /Md/ • Services-computer integrated systems design • New York
Contract Type FiledJuly 8th, 1999 Company Industry Jurisdiction
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 15th, 2000 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledSeptember 15th, 2000 Company Industry Jurisdiction
EXHIBIT 4.2 FORM OF SUBSCRIPTION AGREEMENT February 11, 2000 Integral Systems, Inc. 5000 Philadelphia Way, Suite A Lanham, Maryland 20706 Ladies/Gentlemen: 1. Subscription; Purchase and Closing; Purchase Price Adjustment....Subscription Agreement • February 29th, 2000 • Integral Systems Inc /Md/ • Services-computer integrated systems design • New York
Contract Type FiledFebruary 29th, 2000 Company Industry Jurisdiction
RECITALS --------Credit Loan Agreement • May 15th, 2002 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Virginia
Contract Type FiledMay 15th, 2002 Company Industry Jurisdiction
LEASE BETWEENLease Amendment Agreement • December 29th, 1998 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledDecember 29th, 1998 Company Industry Jurisdiction
Exhibit 10.6 [Letterhead of Hughes Space Communications Appears here] 03 March 1999 Integral Systems Incorporated 5000 Philadelphia Way Lanham, MD 20706 In Reply Refer To: 98/176:JLP Attention: Mr. W. Nigh, Program Manager Subject: Firm Fixed-Price...Software Agreement • August 12th, 1999 • Integral Systems Inc /Md/ • Services-computer integrated systems design • California
Contract Type FiledAugust 12th, 1999 Company Industry Jurisdiction
LEASE BETWEENAnd Attornment Agreement • August 12th, 1999 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledAugust 12th, 1999 Company Industry Jurisdiction
RECITALS:Lease • February 14th, 2000 • Integral Systems Inc /Md/ • Services-computer integrated systems design
Contract Type FiledFebruary 14th, 2000 Company Industry
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2008 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledMay 7th, 2008 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on the 23rd of October, 2007, to be effective on and as of the 19th of November, 2007 (the “Effective Date”), by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and Jeffrey A. Rosolio (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 17th, 2009 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledAugust 17th, 2009 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of August 31, 2009 (the “Effective Date”), by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and H. Marshal Ward (the “Executive”).
ContractStock Purchase Agreement • May 7th, 2008 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledMay 7th, 2008 Company Industry JurisdictionTHIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of February 29, 2008, by and between FURSA ALTERNATIVE STRATEGIES LLC, a Delaware limited liability company (“Seller”), and INTEGRAL SYSTEMS, INC., a Maryland corporation (“Buyer”).
LEASE AGREEMENT FACING PAGELease Agreement Facing Page • December 14th, 2005 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Colorado
Contract Type FiledDecember 14th, 2005 Company Industry JurisdictionTHIS LEASE AGREEMENT FACING PAGE, together with the General Lease Provision and any Riders, Exhibits, Schedules, and Lease Guaranties attached hereto and initialed by the parties, shall constitute the Lease between the Tenant described above, as Tenant, and the Landlord described above, as Landlord, for the Premises described above, made and entered into as of the Lease Date specified above.
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2007 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledAugust 3rd, 2007 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT is entered into on the 30th day of July, 2007 to be effective on and as of the 30th day of May, 2007 (the “Effective Date”), by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and Alan W. Baldwin (the “Executive”).
FORM TIER 1 CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 14th, 2006 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledDecember 14th, 2006 Company Industry JurisdictionThis Change in Control Agreement (this “Agreement”) is hereby entered into as of August , 2006, (the “Effective Date”) by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and (the “Executive”), collectively referred to as the “Parties.”
EXHIBIT 10.4 NATIONSBANK MASTER EQUIPMENT Lease NATIONSBANC LEASING CORPORATION LEASE AGREEMENT Number 04393-00300 -------------------------------------------- ------------------------------------ THIS MASTER EQUIPMENT LEASE AGREEMENT (this "Lease")...Lease Agreement • July 2nd, 1998 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Georgia
Contract Type FiledJuly 2nd, 1998 Company Industry Jurisdiction
AGREEMENT OF LEASE by and between COPT ACADEMY RIDGE, LLC and REAL TIME LOGIC, INC. 12515 ACADEMY RIDGE VIEW COLORADO SPRINGS, COLORADOAgreement of Lease • June 30th, 2009 • Integral Systems Inc /Md/ • Services-computer integrated systems design
Contract Type FiledJune 30th, 2009 Company IndustryTHIS AGREEMENT OF LEASE (this “Lease”) made this 26th day of June, 2009 (the “Effective Date”), by and between COPT ACADEMY RIDGE, LLC (the “Landlord”) and REAL TIME LOGIC, INC. (the “Tenant”) , witnesseth that the parties hereby agree as follows:
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2008 • Integral Systems Inc /Md/ • Services-computer integrated systems design
Contract Type FiledAugust 7th, 2008 Company IndustryTHIS AMENDMENT #1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 30th day of April, 2008 (the “Effective Date”) by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and Jeffrey A. Rosolio (the “Executive”).
FORM TIER 1 TRANSITION BONUS AGREEMENTForm Tier • December 14th, 2006 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledDecember 14th, 2006 Company Industry JurisdictionTHIS BONUS AGREEMENT (“Agreement”) is made as of this day of 2006 (the “Effective Date”), by and between , an individual (“EMPLOYEE”), and Integral Systems, Inc., a Maryland corporation (“INTEGRAL” or the “Company”), with reference to the following facts:
AGREEMENT AND RELEASEAgreement and Release • May 6th, 2009 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledMay 6th, 2009 Company Industry JurisdictionIT IS HEREBY AGREED by and between Jeffrey A. Rosolio (“Employee”) and Integral Systems, Inc. (“ISI”), for the good and sufficient consideration set forth below, as follows:
AGREEMENT AND PLAN OF MERGER among KRATOS DEFENSE & SECURITY SOLUTIONS, INC., IRIS MERGER SUB INC., IRIS ACQUISITION SUB LLC, and INTEGRAL SYSTEMS, INC. Dated as of May 15, 2011Agreement and Plan of Merger • May 19th, 2011 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledMay 19th, 2011 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER, dated as of May 15, 2011 (this “Agreement”), among KRATOS DEFENSE & SECURITY SOLUTIONS, INC., a Delaware corporation (“Parent”), IRIS MERGER SUB INC., a Maryland corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), IRIS ACQUISITION SUB LLC, a single member Maryland limited liability company and a direct wholly owned subsidiary of Parent (“Merger LLC”), and INTEGRAL SYSTEMS, INC., a Maryland corporation (the “Company”).
INTEGRAL SYSTEMS, INC. CONTRACT EMPLOYEE SERVICES AGREEMENTContract Employee Services Agreement • October 22nd, 2008 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledOctober 22nd, 2008 Company Industry JurisdictionThis Agreement is made this 21st day of October 2008 by and between Integral Systems, Inc. (“Client”), with a principal place of business at 5000 Philadelphia Way, Lanham, Maryland 20706 and Pete Gaffney (“Provider”), with a principal place of business at 3155 Catrina Lane, Annapolis, MD 21403.
CHANGE IN CONTROL BONUS AGREEMENTChange in Control Bonus Agreement • May 12th, 2011 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledMay 12th, 2011 Company Industry JurisdictionTHIS CHANGE IN CONTROL BONUS AGREEMENT (this “Agreement”) is made as of April 29, 2011 (the “Effective Date”), between Integral Systems, Inc., a Maryland corporation (the “Company”), and Paul G. Casner, Jr. (“Executive”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • July 7th, 2008 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledJuly 7th, 2008 Company Industry JurisdictionThis Separation Agreement and General Release (hereinafter “Agreement”) is hereby entered into this 2nd day of July, 2008 between Integral Systems, Inc. (hereinafter “the Company”) and Elaine M. Brown (hereinafter “Brown”), who are collectively referred to herein as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2006 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledMarch 9th, 2006 Company Industry JurisdictionThis REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2005, by and among Integral Systems, Inc., a Maryland corporation (the “Company”), and Lumistar, LLC, a California limited liability company (the “Stockholder”).
Banc of America Leasing & Capital, LLC Master Lease Agreement Number: 19667-90000Master Lease Agreement • February 5th, 2009 • Integral Systems Inc /Md/ • Services-computer integrated systems design
Contract Type FiledFebruary 5th, 2009 Company IndustryThis Master Lease Agreement, dated as of January 21, 2009 (this “Agreement”), is by and between Banc of America Leasing & Capital, LLC, a Delaware limited liability company having an office at 11333 McCormick Road, Hunt Valley, MD 21031 (together with its successors and assigns, “Lessor”), and Integral Systems, Inc. as “Lessee”, a corporation existing under the laws of the state of Maryland, and having its chief executive office and any organizational identification number as specified with its execution of this Agreement below. Certain defined terms used herein are identified in bold face and quotation marks throughout this Agreement and in Section 15 below. This Agreement sets forth the terms and conditions for the lease of Equipment between Lessor and Lessee pursuant to one or more “Schedules” incorporating by reference the terms of this Agreement, together with all exhibits, addenda, schedules, certificates, riders and other documents and instruments executed and delivered in conne
AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2007 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Virginia
Contract Type FiledMay 4th, 2007 Company Industry JurisdictionThis Amended and Restated Revolving Line of Credit Loan and Security Agreement is made as of April 30, 2007, by and among Integral Systems, Inc., a Maryland corporation (“Integral”), SAT Corporation, a California corporation (“SAT”), Newpoint Technologies, Inc., a Delaware corporation (“NTI”), Real Time Logic, Inc., a Colorado corporation (“RTL”), and Lumistar, Inc., a Maryland corporation (“Lumistar”, and together with Integral, SAT, NTI and RTL, collectively and individually, and jointly and severally, the “Borrower”), having an address at 5000 Philadelphia Way, Suite A, Lanham, Maryland 20706, and Bank of America, N.A. (the “Lender”).
FOURTH AMENDMENT TO LEASETo Lease • November 2nd, 2005 • Integral Systems Inc /Md/ • Services-computer integrated systems design
Contract Type FiledNovember 2nd, 2005 Company IndustryThis Fourth Amendment to Lease (“Amendment”) is made this 27th day of October, 2005, by and between: 5000 PHILADELPHIA WAY, LLC, a Delaware limited liability company, and 5200 PHILADELPHIA WAY, LLC, a Delaware limited liability company (collectively, “Landlord”); and INTEGRAL SYSTEMS, INC., a Maryland corporation (“Tenant”).
AWARD / CONTRACT 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) è RATING DO-A7 PAGE of PAGES 1 34 FA8819-05-C-0018 25 Feb 2005 See Section G SPACE & MISSILE SYSTEMS CENTER 2420 VELA WAY, SUITE 1467 EL SEGUNDO, CA 90245-4659 AMY S. ESPARZA...Award / Contract • May 10th, 2005 • Integral Systems Inc /Md/ • Services-computer integrated systems design
Contract Type FiledMay 10th, 2005 Company Industry
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • December 15th, 2010 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledDecember 15th, 2010 Company Industry JurisdictionTHIS CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) is entered into on the 14th of December, 2010 (the “Effective Date”), by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and Christopher B. Roberts (the “Employee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • December 8th, 2010 • Integral Systems Inc /Md/ • Services-computer integrated systems design
Contract Type FiledDecember 8th, 2010 Company IndustryThis AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER, dated as of December 8, 2010 (this “Amendment”), is made by and among INTEGRAL SYSTEMS, INC., Maryland corporation (the “Borrower”), EACH LENDER PARTY HERETO, EACH OF THE UNDERSIGNED GUARANTORS and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.
Exhibit 4.3 SHAREHOLDER AFFILIATE AGREEMENT August 31, 2000 SAT Corporation 1151 Sonora Court Sunnyvale, CA 94086 Attn: Integral Systems, Inc. 5000 Philadelphia Way Lanham, Maryland 20706 Re: Affiliate Agreement Ladies and Gentlemen: The undersigned...Shareholder Affiliate Agreement • October 27th, 2000 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledOctober 27th, 2000 Company Industry Jurisdiction
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 8th, 2010 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
Contract Type FiledDecember 8th, 2010 Company Industry JurisdictionTHIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of , 20 , is made and entered into by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and , a director and/or officer of the Company (“Indemnitee”).