On October 12, 2012, Mercury Computer Systems, Inc. (the "Company") entered into a credit agreement (the "Credit Agreement") with a syndicate of commercial banks and KeyBank National Association acting as the administrative agent. The following summary of the Credit Agreement is qualified in its entirety by reference to the credit agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K.

The Credit Agreement provides for a $200.0 million senior unsecured revolving line of credit (the "Revolver"). The Revolver is available for working capital, acquisitions, and general corporate purposes of the Company and its subsidiaries. The Revolver is available for borrowing during a five year period, with interest payable periodically during such period as provided in the Credit Agreement and principal due at the maturity of the Revolver.

The Credit Agreement has an accordion feature permitting the Company to request from the lenders an increase in the aggregate amount of the credit facility in the form of an incremental revolver or term loan in an amount not to exceed $50.0 million. Any such increase would require only the consent of the lenders increasing their respective commitments under the credit facility.

The interest rates applicable to borrowings under the Credit Agreement involve various rate options that are available to the Company. The rates are calculated using a combination of conventional base rate measures plus a margin over those rates. The base rates consist of LIBOR rates and prime rates. The actual rates will depend on the level of these underlying rates plus a margin based on the Company's leverage at the time of borrowing.

Borrowings under the Credit Agreement are senior unsecured loans. Each of the Company's domestic subsidiaries is a guarantor under the Credit Agreement.

The Credit Agreement provides for conventional affirmative and negative covenants, including a maximum leverage ratio of 3.50x and a minimum interest coverage ratio of 3.0x. Each of the two ratios referred to above is calculated based on consolidated EBITDA, as defined in the Credit Agreement, on a consolidated basis for each consecutive four fiscal quarter period, after giving pro forma effect for any acquisitions or dispositions. Acquisitions are permitted under the Credit Agreement without any dollar limitation so long as, among other requirements, no default or event of default exists or would result therefrom, the Company is in compliance with a maximum leverage ratio of 3.25x and a minimum interest coverage ratio of 3.0x, in each case, after giving pro forma effect to the applicable acquisition. In addition, the Credit Agreement contains certain customary representations and warranties, and events of default.

The Company did not borrow under the Credit Agreement at the October 12, 2012 closing.

In connection with entering into the Credit Agreement, on October 12, 2012, the Company terminated its Loan and Security Agreement with Silicon Valley Bank dated February 12, 2010, as amended on March 30, 2011 (the "Loan and Security Agreement"). The Loan and Security Agreement provided for a $35.0 million revolving line of credit. The Company terminated the Loan and Security Agreement early without penalty. Silicon Valley Bank released its security interests in the Company's assets in connection with the termination of the Loan and Security Agreement.

On October 12, 2012, the Company entered into a Credit Agreement with a syndicate of commercial banks, with KeyBank National Association acting as the administrative agent. Reference is made to Item 1.01 of this Current Report on Form 8-K for a summary of the Credit Agreement.

Election of Class III Directors

At the Annual Meeting of Shareholders held on October 17, 2012 (the "Annual Meeting"), Messrs. George K. Mueller and Vincent Vitto were elected as Class III Directors for a three-year term ending in 2015.

At the Annual Meeting, shareholders approved an amendment and restatement of the Company's 2005 Stock Incentive Plan (the "2005 Plan") that increases the aggregate number of shares issuable under the plan by 1,500,000 shares. A summary of the material terms and conditions of the amended and restated 2005 Plan is set forth in the Company's Definitive Proxy Statement, filed with the Securities and Exchange Commission on August 31, 2012 (the "Proxy Statement"), under the caption "Proposal 2: Approval of Amendment and Restatement of Mercury Computer Systems, Inc. 2005 Stock Incentive Plan - Summary of the Amended and Restated 2005 Plan." Such description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the amended and restated 2005 Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

On October 17, 2012, the Company held its Annual Meeting. The final voting results for the Annual Meeting are as follows:

1. Election of Class III Directors:

Mr. George K. Muellner

                        For:                  24,611,724
                        Withheld:              2,129,815
                        Broker Non-Votes:      2,814,050


Mr. Vincent Vitto

                        For:                  26,119,519
                        Withheld:                622,020
                        Broker Non-Votes:      2,814,050

2. Amendment and restatement of the 2005 Stock Incentive Plan:

                        For:                  17,648,892
                        Against:               9,083,884
                        Abstain:                   8,763
                        Broker Non-Votes:      2,814,050

3. Advisory vote to approve the compensation of the Company's named executive officers for fiscal year 2012:

                        For:                  24,461,512
                        Against:                 850,134
                        Abstain:               1,429,893
                        Broker Non-Votes:      2,814,050

4. Approval of the change in our name to "Mercury Systems, Inc.:

                        For:                  29,169,235
                        Against:                 380,690
                        Abstain:                   5,664
                        Broker Non-Votes:              0

5. Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2013:

                        For:                  29,493,603
                        Against:                  52,208
                        Abstain:                   9,778
                        Broker Non-Votes:              0

The Company's Board of Directors held a meeting at which it elected Vincent Vitto as Chairman of the Board and determined the composition of the Board committees for the upcoming year. The committees of the Board will be constituted as follows:

Audit Committee: William K. O'Brien (Chairman), James K. Bass, Lee C. Steele

Compensation Committee: Michael A. Daniels (Chairman), George W. Chamillard, and George K. Muellner

Nominating and Governance Committee: Vincent Vitto (Chairman), Michael A. Daniels, and William K. O'Brien

Ad Hoc M&A Review Committee: George K. Muellner (Chairman), Michael A. Daniels, William K. O'Brien, and James K. Bass (Alternate)

(d) Exhibits

Exhibit
  No.                                     Description

10.1         Credit Agreement dated as of October 12, 2012 among Mercury Computer
             Systems, Inc., the lenders from time to time party thereto, KeyBank
             National Association, as the administrative agent, swing line lender,
             a letter of credit issuer and as joint lead arranger and joint
             bookrunner, TD Bank, N.A., as joint lead arranger, joint bookrunner
             and co-syndiation agent, U.S. Bank National Association, as joint lead
             arranger, joint bookrunner and co-syndiation agent and Sovereign Bank,
             N.A., as documentation agent

10.2         Mercury Computer Systems, Inc. Amended and Restated 2005 Stock
             Incentive Plan (incorporated herein by reference to Appendix A to
             Mercury Computer Systems, Inc.'s Definitive Proxy Statement filed with
             the Securities and Exchange Commission on August 31, 2012)