THE KEYW HOLDING CORPORATION (a Maryland corporation)Underwriting Agreement • July 21st, 2014 • Keyw Holding Corp • Services-computer integrated systems design • New York
The KEYW Holding Corporation, a Maryland corporation (the “Company”) confirms its agreement with RBC Capital Markets, LLC (“RBC”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom RBC and Merrill Lynch are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $130,000,000 aggregate principal amount of the Company’s 2.50% Convertible Senior Notes due 2019 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of an additional
CREDIT AGREEMENT Dated as of July 21, 2014 among THE KEYW CORPORATION, as the Borrower, THE OTHER LOAN PARTIES IDENTIFIED HEREIN, as the Guarantors, ROYAL BANK OF CANADA, as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS...Credit Agreement • July 21st, 2014 • Keyw Holding Corp • Services-computer integrated systems design • New York
THE KEYW HOLDING CORPORATION AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 21, 2014 to Indenture for Senior Debt Securities Dated as of July 21, 2014 2.50% Convertible Senior Notes due 2019First Supplemental Indenture • July 21st, 2014 • Keyw Holding Corp • Services-computer integrated systems design • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 21, 2014 (this “Supplemental Indenture”) between THE KEYW HOLDING CORPORATION, a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of July 21, 2014 between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
To: The KEYW Holding CorporationBase Call Option Transaction • July 21st, 2014 • Keyw Holding Corp • Services-computer integrated systems design • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Royal Bank of Canada (“Dealer”) and The KEYW Holding Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
