L-3
COMMUNICATIONS CORPORATION
FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT (this
‘‘Amendment’’) is dated as
of October 25, 2006 and entered into by and among L-3
COMMUNICATIONS CORPORATION, a Delaware corporation (the
‘‘Borrower’’) which is
wholly owned by L-3 COMMUNICATIONS HOLDINGS, INC., a Delaware
corporation (‘‘Holdings’’),
the Guarantors party to the Credit Agreement referred to below on the
date hereof
(‘‘Guarantors’’), the
Lenders party to the Credit Agreement referred to below on the date
hereof (the ‘‘Lenders’’),
and BANK OF AMERICA, N.A. (‘‘BOA’’),
as administrative agent for the Lenders (in such capacity, the
‘‘Administrative Agent’’),
Swing Line Lender and an L/C Issuer. All capitalized terms used herein
without definition shall have the same meanings herein as set forth in
the Credit Agreement (as defined below).
W I T N E S S
E T H:
WHEREAS, the Borrower, the Lenders, the
Syndication Agent, the Administrative Agent and certain other parties
have entered into the Amended and Restated Credit Agreement dated as of
July 29, 2005 (as amended, supplemented, restated or
otherwise modified from time to time, the ‘‘Credit
Agreement’’); and
WHEREAS, the
Borrower has requested that certain amendments be made with respect to
the Credit Agreement.
NOW, THEREFORE, in consideration of
the premises and the agreements, provisions and covenants herein
contained, the parties hereto agree as follows:
SECTION
1. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of
each of the conditions to effectiveness set forth in Section 3
of this Amendment, the Borrower and the Required Lenders party to the
Credit Agreement hereby agree to amend the Credit Agreement as
follows:
1.1 Section 1.01 of the Credit Agreement
is hereby amended by inserting the following text at the end of clause
(i) of the definition of Pro Forma Basis:
‘‘(provided, that any non-recurring consulting,
investment banking, legal, accounting, auditing, financing, change of
control and/or similar costs incurred in connection with any
Acquisition and included in the income statement of the Person or
property or assets acquired shall not be so
included).’’
1.2 Section 1.01 of
the Credit Agreement is hereby amended by deleting the defined term and
definition of ‘‘Consolidated Senior Leverage
Ratio.’’
1.3 Section 1.01 of the
Credit Agreement is hereby amended by deleting the text
‘‘Section 8.08(a), (b) and
(c)’’ from the definition of Pro Forma Basis and
inserting ‘‘Section 8.08(a) and
(b)’’ in place
thereof.
1.4 Section 1.03(c) of the Credit
Agreement is hereby amended and restated in its entirety to read as
follows:
‘‘(c) Pro Forma
Calculation. Notwithstanding the foregoing, the parties hereto
acknowledge and agree that all calculations of the Consolidated
Interest Coverage Ratio and Consolidated Leverage Ratio for the
purposes of determining compliance with Section 8.08(a) and
(b) shall be made on a Pro Forma Basis.’’
1.5 Section 8.02(a) of the Credit Agreement is
hereby amended by deleting the text ‘‘Section
8.08(a), (b) and (c)’’ and
inserting ‘‘Section 8.08(a) and
(b)’’ in place
thereof.
1.6 Section 8.08 of the Credit Agreement
is hereby amended by deleting the text appearing in subsection (c)
thereof and inserting ‘‘[INTENTIONALLY
OMITTED]’’ in place
thereof.
1.7 Section 8.12(b) of the Credit
Agreement is hereby amended by adding the following at the end of
clause (v) thereof ‘‘, or a guarantee of any other
obligations of the Borrower or any of its
Subsidiaries’’.
1.8 Schedule 1.01(a) to the
Credit Agreement is hereby amended and restated in its entirety to read
as follows:
‘‘SCHEDULE 1.01(a)
L-3
Communications
Non-recurring
charges
The following non-recurring charge
which has been (or will be) included in the Borrower’s
historical results of operations will be added back to the
Borrower’s Consolidated EBITDA for the respective periods set
forth below:
For the periods ending
September 30, 2006, December 31, 2006 and
March 31, 2007, a charge to Consolidated Net Income in an
amount equal to $125,600,000 in respect of an adverse jury verdict in
favor of OSI Systems, Inc. recorded by the Borrower during the three
month fiscal period which ended June 30, 2006 (the
‘‘OSI Charge’’). For the
avoidance of doubt, if the OSI Charge or any portion thereof is at any
time or from time to time reversed so as to result in one or more
non-recurring gains, such gains shall not be included as part of the
Borrower’s Consolidated EBITDA for the periods in which such
gains would have otherwise been included.’’
SECTION 2. CONDITIONS TO EFFECTIVENESS OF SECTION 1. The
provisions of Section 1 of this Amendment shall be deemed effective as
of September 30, 2006 when each of the following
conditions have been satisfied (such effective date occurring upon
satisfaction of such conditions being referred to herein as the
‘‘Amendment Effective
Date’’):
2.1 The Borrower shall have
delivered to Administrative Agent executed copies of this Amendment and
each of the Guarantors shall have delivered to the Administrative Agent
executed copies of the Guarantors’ Consent and Acknowledgment to
this Amendment in the form attached hereto;
2.2 The
Required Lenders party to the Credit Agreement shall have delivered to
the Administrative Agent an executed original or facsimile counterpart
of its signature page to this Amendment and the Administrative Agent
shall have acknowledged this Amendment in writing;
and
2.3 The representations and warranties contained in
Section 3 hereof shall be true and correct in all
respects.
SECTION 3. REPRESENTATIONS AND WARRANTIES. In
order to induce Lenders to enter into this Amendment, the Borrower
represents and warrants to each Lender that the following statements
are true, correct and complete:
3.1 Authorization and
Enforceability. (a) The Borrower has the corporate power and
authority, and the legal right, to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations
under, the Credit Agreement as modified by this Amendment (the
‘‘Agreement’’),
(b) the Borrower has taken all necessary corporate action to
authorize the execution and delivery of this Amendment and
(c) this Amendment and the Agreement have been duly executed and
delivered by the Borrower and, when executed and delivered, will
constitute, the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective
terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws relating to or
affecting creditors’ rights generally, (ii) general equitable
principles (whether considered in a proceeding, in equity or at law)
and (iii) an implied covenant of good faith and fair
dealing.
3.2 Incorporation of Representations and
Warranties From Credit Agreement. The representations and
warranties contained in Article VI of the Credit Agreement,
after giving effect to the amendments contained in Section 1 of this
Amendment, are and will be true, correct and complete in all material
respects on and as of each 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 they were true, correct and
complete in all material respects on and as of such earlier
date.
3.3 Absence of Default. No event has
occurred and is continuing or will result from the consummation of the
transactions contemplated by this Amendment that constitutes a Default
or an Event of Default.
SECTION 4.
MISCELLANEOUS.
4.1 Effect on the Credit
Agreement. Except as specifically provided in this
Amendment, the Credit Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed.
The execution, delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
the Administrative Agent or any Lender under, the Credit Agreement or
any of the other Loan Documents.
4.2 Fees and
Expenses. The Borrower acknowledges that all costs, fees and
expenses as described in Section 11.04 of the Credit Agreement incurred
by Administrative Agent and its counsel with respect to this Amendment
and the documents and transactions contemplated hereby shall be for the
account of the Borrower.
4.3 GOVERNING
LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW
YORK.
4.4 SUBMISSION TO JURISDICTION; WAIVERS;
WAIVER OF JURY TRIAL; CONFIDENTIALITY. Each of the terms and
conditions set forth in Sections 11.07, 11.14(b), 11.14(c), 11.14(d)
and 11.15 of the Credit Agreement are hereby incorporated into this
Amendment as if set forth fully herein except that each reference to
‘‘Agreement’’ therein shall be deemed to be
a reference to ‘‘Amendment’’
herein.
4.5 Counterparts. This Amendment may
be executed counterparts (and by different parties hereto in different
counterparts), each of which when so executed and delivered shall
constitute an original, but all of which when taken together shall
constitute a single contract.
[Signature Pages
Follow]
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered by their proper
and duly authorized officers as of the day and year first above
written.
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L-3 COMMUNICATIONS CORPORATION,
a Delaware
corporation |
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By:
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Name: |
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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BANK OF AMERICA, N.A.,
as
Administrative Agent |
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By:
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Title: |
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BANK
OF AMERICA, N.A.,
as a Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
Guarantors’
Acknowledgment and Consent
Each of the undersigned
hereby acknowledges receipt of the attached Amendment and consents to
the execution and performance thereof by L-3 Communications
Corporation. Each of the undersigned hereby also reaffirms that the
Guaranty and any applicable Pledge Agreement of such undersigned in
favor of the Administrative Agent for the ratable benefit of itself and
the Lenders remains in full force and effect.
Dated as of
October 25,
2006
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GUARANTORS: |
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L-3
COMMUNICATIONS HOLDINGS, INC.,
a Delaware
corporation |
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By:
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Name:
Xxxxxxxxxxx X.
Xxxxxxx |
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Title: |
Senior
Vice President, Secretary and General Counsel |
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APCOM,
INC.,
a Maryland corporation |
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BROADCAST
SPORTS INC.,
a Delaware corporation |
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D.P.
ASSOCIATES INC.,
a Virginia corporation |
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ELECTRODYNAMICS, INC.,
an Arizona
corporation |
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XXXXXXXX INC.,
a Delaware
corporation |
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HYGIENETICS ENVIRONMENTAL SERVICES,
INC.,
a Delaware corporation |
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INTERSTATE
ELECTRONICS CORPORATION,
a California
corporation |
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KDI PRECISION PRODUCTS, INC.,
a
Delaware corporation |
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L-3 COMMUNICATIONS ADVANCED
LASER SYSTEMS TECHNOLOGY, INC.,
a Florida
corporation |
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By:
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Name: |
Xxxxxxxxxxx
X. Xxxxxxx |
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Title: |
Vice
President and Secretary |
[Signature
Pages to Guarantors' Acknowledgment and Consent to First
Amendment
to Amended and Restated Credit
Agreement
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L-3 COMMUNICATIONS
AEROMET, INC.,
an Oregon
corporation |
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L-3 COMMUNICATIONS AIS
GP CORPORATION,
a Delaware
corporation |
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L-3 COMMUNICATION
APPLIED SIGNAL AND IMAGE TECHNOLOGY, INC. ,
a Delaware
corporation |
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L-3 COMMUNICATIONS
AVIONICS SYSTEMS, INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
AVISYS CORPORATION,
a Texas
corporation |
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L-3 COMMUNICATIONS AYDIN
CORPORATION,
a Delaware
corporation |
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L-3 COMMUNICATIONS CE
HOLDINGS, INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
CINCINNATI ELECTRONICS CORPORATION,
an Ohio
corporation |
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X-0 XXXXXXXXXXXXXX
XXXXXXXXX AEROSPACE CORPORATION,
a Delaware
corporation |
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L-3 COMMUNICATIONS CSI,
INC.,
a California
corporation |
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L-3 COMMUNICATIONS
CYTERRA CORPORATION,
a Delaware
corporation |
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L-3 COMMUNICATIONS
DYNAMIC POSITIONING AND CONTROL SYSTEMS, INC.,
a California
corporation |
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L-3 COMMUNICATIONS
ELECTRON TECHNOLOGIES, INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
ESSCO, INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
EOTECH, INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
GOVERNMENT SERVICES, INC.,
a Virginia corporation |
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L-3 COMMUNICATIONS ILEX SYSTEMS,
INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
INFRAREDVISION TECHNOLOGY CORPORATION,
a California
corporation |
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L-3 COMMUNICATIONS
INVESTMENTS INC.,
a Delaware
corporation |
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By:
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Name: |
Xxxxxxxxxxx
X. Xxxxxxx |
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Title: |
Vice
President and Secretary |
[Signature
Pages to Guarantors' Acknowledgment and Consent to First
Amendment to
Amended and Restated Credit
Agreement
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L-3
COMMUNICATIONS XXXXX ASSOCIATES, INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
MARIPRO, INC.,
a California
corporation |
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L-3 COMMUNICATIONS MAS
(US) CORPORATION,
a Delaware
corporation |
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L-3 COMMUNICATIONS
MOBILE-VISION, INC.,
a New Jersey
corporation |
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L-3 COMMUNICATIONS
NAUTRONIX HOLDINGS, INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
SAFEVIEW, INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
SSG-XXXXXXX, INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
SECURITY AND DETECTION SYSTEMS, INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
SONOMA EO, INC.,
a California
corporation |
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L-3 COMMUNICATIONS
EO/IR, INC.,
a Florida
corporation |
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L-3 COMMUNICATIONS TCS,
INC.,
a Delaware
corporation |
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L-3 COMMUNICATIONS
XXXXXXX LABORATORIES, INC.,
a California
corporation |
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L-3 COMMUNICATIONS TITAN
CORPORATION,
a Delaware
corporation |
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L-3 COMMUNICATIONS
WESTWOOD CORPORATION,
a Nevada corporation |
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LINCOM WIRELESS, INC.,
a
Delaware corporation |
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MCTI
ACQUISITION CORPORATION,
a Maryland
corporation |
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MICRODYNE COMMUNICATIONS
TECHNOLOGIES INCORPORATED,
a Maryland corporation |
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MICRODYNE CORPORATION,
a
Maryland corporation |
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MICRODYNE
OUTSOURCING INCORPORATED,
a Maryland
corporation |
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MPRI, INC.,
a
Delaware corporation |
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By:
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Name: |
Xxxxxxxxxxx
X. Xxxxxxx |
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Title: |
Vice
President and Secretary |
[Signature
Pages to Guarantors' Acknowledgment and Consent to First
Amendment to
Amended and Restated Credit
Agreement
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PAC ORD
INC., |
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a Delaware
corporation |
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POWER PARAGON,
INC., |
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a Delaware
corporation |
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SPD ELECTRICAL SYSTEMS,
INC., |
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a Delaware
corporation |
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SPD SWITCHGEAR INC.,
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a Delaware
corporation |
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SYCOLEMAN
CORPORATION, |
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a Florida
corporation |
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TITAN FACILITIES,
INC., |
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a Virginia
corporation |
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TROLL TECHNOLOGY
CORPORATION, |
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a California
corporation |
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WESCAM AIR OPS INC.,
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a Delaware corporation |
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WESCAM INCORPORATED, |
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a Florida
corporation |
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WESCAM HOLDINGS (US)
INC., |
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a Delaware
corporation |
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WOLF COACH,
INC., |
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a Massachusetts
corporation |
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By:
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Name: |
Xxxxxxxxxxx
X. Xxxxxxx |
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Title: |
Vice
President and Secretary |
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L-3
COMMUNICATIONS INTEGRATED SYSTEMS
L.P., |
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a Delaware limited
partnership |
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By: |
L-3 COMMUNICATIONS AIS
GP
CORPORATION, as General
Partner |
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By:
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Name: Xxxxxxxxxxx
X. Xxxxxxx
Title: Vice President and Secretary |
[Signature Pages to Guarantors'
Acknowledgment and Consent to First Amendment to
Amended and
Restated Credit Agreement
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L-3 COMMUNICATIONS VERTEX
AEROSPACE LLC,
a Delaware limited liability
company |
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By: |
L-3 COMMUNICATIONS
INTEGRATED SYSTEMS L.P., as Sole
Member |
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By: |
L-3 COMMUNICATIONS AIS GP
CORPORATION, as General Partner |
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By:
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Name:
Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Xxxxxxxxx |
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X-0 XXXXXXXXXXXXXX XXXXXX XXXXXXX
XXX, |
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X-0 COMMUNICATIONS FLIGHT INTERNATIONAL
AVIATION LLC, |
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L-3 COMMUNICATIONS VECTOR
INTERNATIONAL AVIATION LLC, |
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each a Delaware limited
liability company |
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By: |
L-3
COMMUNICATIONS VERTEX
AEROSPACE LLC, as Sole
Member |
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By: |
L-3 COMMUNICATIONS
INTEGRATED
SYSTEMS L.P., as Sole
Member |
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By: |
L-3 COMMUNICATIONS AIS
GP
CORPORATION, as General Partner |
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By:
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Name:
Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary |
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WESCAM AIR OPS LLC,
a Delaware limited
liability company |
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By: L-3 COMMUNICATIONS EO/IR,
INC., as Sole Member |
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By:
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Name:
Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary |
[Signature Pages to Guarantors'
Acknowledgment and Consent to First Amendment to
Amended and
Restated Credit Agreement
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WESCAM LLC,
a
Delaware limited liability
company |
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By: |
L-3 COMMUNICATIONS
CORPORATION,
as Sole Member |
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By:
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Name:
Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary |
[Signature Pages to Guarantors'
Acknowledgment and Consent to First Amendment to
Amended and
Restated Credit Agreement
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XXXXXX COMMERCIAL PAPER
INC.,
as a Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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WACHOVIA BANK NATIONAL
ASSOCIATION, as a Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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HSBC BANK USA, N.A., as a
Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND, as a Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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COMERICA BANK, as a
Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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CREDIT INDUSTRIEL ET COMMERCIAL,
as a Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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BARCLAYS BANK PLC, as a
Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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SOCIETE GENERALE, as a
Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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SUNTRUST BANK, as a
Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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THE BANK OF NOVA SCOTIA, as a
Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, as a Lender |
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By:
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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MIZUHO CORPORATE BANK, LTD., as
a
Lender |
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By: |
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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FORTIS BANK SA/NV, CAYMAN
ISLANDS BRANCH, as a
Lender |
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By: |
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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FORTIS CAPITAL CORP., as a
Lender |
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By: |
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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BANK OF TOKYO MITSUBISHI UFJ
TRUST, as a
Lender |
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By: |
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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BANK OF TOKYO MITSUBISHI UFJ
LTD, as a
Lender |
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By: |
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED, as a
Lender |
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By: |
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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XXXXXXX XXXXX BANK, FSB, as a
Lender |
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By: |
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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AIB DEBT MANAGEMENT LIMITED, as
a
Lender |
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By: |
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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By: |
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Title: |
[Signature
Pages to First Amendment to Amended and Restated Credit
Agreement]
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COMMERZBANK AG, NEW YORK &
GRAND CAYMAN BRANCHES, as a
Lender |
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By: |
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Title: |
[Signature Pages
to First Amendment to Amended and Restated Credit
Agreement]
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JPMORGAN CHASE BANK, N.A., as a
Lender |
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By: |
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Title: |
[Signature Pages
to First Amendment to Amended and Restated Credit
Agreement]
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KEYBANK NATIONAL ASSOCIATION ,
as a
Lender |
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By: |
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Title: |
[Signature Pages
to First Amendment to Amended and Restated Credit
Agreement]
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MEGA INTERNATIONAL COMMERCIAL
BANK, as a
Lender |
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By: |
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Title: |
[Signature Pages
to First Amendment to Amended and Restated Credit
Agreement]
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SUMITOMO MITSUI BANKING
CORPORATION, as a
Lender |
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By: |
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Title: |
[Signature Pages
to First Amendment to Amended and Restated Credit
Agreement]
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By: |
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Title: |
[Signature Pages
to First Amendment to Amended and Restated Credit
Agreement]
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XXXXXX XXXXXXX BANK, as a
Lender |
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By: |
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Title: |
[Signature Pages
to First Amendment to Amended and Restated Credit
Agreement]
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NORTH FORK BANK, as a
Lender |
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By: |
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Title: |
[Signature Pages
to First Amendment to Amended and Restated Credit
Agreement]
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SCOTIABANC INC., as a
Lender |
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By: |
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Title: |
[Signature Pages
to First Amendment to Amended and Restated Credit
Agreement]
