EXHIBIT 10.63
SUPPLEMENTAL INDENTURE TO BE DELIVERED
BY GUARANTEEING SUBSIDIARIES
Supplemental Indenture (this "Supplemental Indenture"), dated as of May 1,
2006, among L-3 Communications Corporation (or its permitted successor), a
Delaware corporation (the "Company"), each a direct or indirect subsidiary of
the Company signatory hereto (each, a "Guaranteeing Subsidiary", and
collectively, the "Guaranteeing Subsidiaries"), and The Bank of New York, as
trustee under the indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of May 21, 2003 providing for the
issuance of an unlimited amount of 6 1/8% Senior Subordinated Notes due 2013
(the "Notes");
WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall
unconditionally guarantee all of the Company's Obligations (as defined in the
Indenture) under the Notes and the Indenture on the terms and conditions set
forth herein (the "Subsidiary Guarantee"); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees as
follows:
(a) Such Guaranteeing Subsidiary, jointly and severally with all other
current and future guarantors of the Notes (collectively, the
"Guarantors" and each, a "Guarantor"), unconditionally guarantees
to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns,
regardless of the validity and enforceability of the Indenture,
the Notes or the Obligations of the Company under the Indenture or
the Notes, that:
(i) the principal of, premium, interest and Additional Amounts,
if any, on the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of,
premium, interest and Additional Amounts, if any, on the
Notes, to the extent lawful, and all other Obligations of
the Company to the Holders or the Trustee thereunder or
under the Indenture will be promptly paid in full, all in
accordance with the terms thereof; and
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(ii) in case of any extension of time for payment or renewal of
any Notes or any of such other Obligations, that the same
will be promptly paid in full when due in accordance with
the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.
(b) Notwithstanding the foregoing, in the event that this Subsidiary
Guarantee would constitute or result in a violation of any
applicable fraudulent conveyance or similar law of any relevant
jurisdiction, the liability of such Guaranteeing Subsidiary under
this Supplemental Indenture and its Subsidiary Guarantee shall be
reduced to the maximum amount permissible under such fraudulent
conveyance or similar law.
3. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.
(a) To evidence its Subsidiary Guarantee set forth in this
Supplemental Indenture, such Guaranteeing Subsidiary hereby agrees
that a notation of such Subsidiary Guarantee substantially in the
form of Exhibit F to the Indenture shall be endorsed by an officer
of such Guaranteeing Subsidiary on each Note authenticated and
delivered by the Trustee after the date hereof.
(b) Notwithstanding the foregoing, such Guaranteeing Subsidiary hereby
agrees that its Subsidiary Guarantee set forth herein shall remain
in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Subsidiary Guarantee.
(c) If an Officer whose signature is on this Supplemental Indenture or
on the Subsidiary Guarantee no longer holds that office at the
time the Trustee authenticates the Note on which a Subsidiary
Guarantee is endorsed, the Subsidiary Guarantee shall be valid
nevertheless.
(d) The delivery of any Note by the Trustee, after the authentication
thereof under the Indenture, shall constitute due delivery of the
Subsidiary Guarantee set forth in this Supplemental Indenture on
behalf of each Guaranteeing Subsidiary.
(e) Each Guaranteeing Subsidiary hereby agrees that its Obligations
hereunder shall be unconditional, regardless of the validity,
regularity or enforceability of the Notes or the Indenture, the
absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof
or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of
a guarantor.
(f) Each Guaranteeing Subsidiary hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all
demands
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whatsoever and covenants that its Subsidiary Guarantee made
pursuant to this Supplemental Indenture will not be discharged
except by complete performance of the Obligations contained in the
Notes and the Indenture.
(g) If any Holder or the Trustee is required by any court or otherwise
to return to the Company or any Guaranteeing Subsidiary, or any
custodian, Trustee, liquidator or other similar official acting in
relation to either the Company or such Guaranteeing Subsidiary,
any amount paid by either to the Trustee or such Holder, the
Subsidiary Guarantee made pursuant to this Supplemental Indenture,
to the extent theretofore discharged, shall be reinstated in full
force and effect.
(h) Each Guaranteeing Subsidiary agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in respect
of any Obligations guaranteed hereby until payment in full of all
Obligations guaranteed hereby. Each Guaranteeing Subsidiary
further agrees that, as between such Guaranteeing Subsidiary, on
the one hand, and the Holders and the Trustee, on the other hand:
(i) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article 6 of the Indenture for
the purposes of the Subsidiary Guarantee made pursuant to
this Supplemental Indenture, notwithstanding any stay,
injunction or other prohibition preventing such acceleration
in respect of the Obligations guaranteed hereby; and
(ii) in the event of any declaration of acceleration of such
Obligations as provided in Article 6 of the Indenture, such
Obligations (whether or not due and payable) shall forthwith
become due and payable by such Guaranteeing Subsidiary for
the purpose of the Subsidiary Guarantee made pursuant to
this Supplemental Indenture.
(i) Each Guaranteeing Subsidiary shall have the right to seek
contribution from any other non-paying Guaranteeing Subsidiary so
long as the exercise of such right does not impair the rights of
the Holders or the Trustee under the Subsidiary Guarantee made
pursuant to this Supplemental Indenture.
4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.
(a) Except as set forth in Articles 4 and 5 of the Indenture, nothing
contained in the Indenture, this Supplemental Indenture or in the
Notes shall prevent any consolidation or merger of any
Guaranteeing Subsidiary with or into the Company or any other
Guarantor or shall prevent any transfer, sale or conveyance of the
property of any Guaranteeing Subsidiary as an entirety or
substantially as an entirety, to the Company or any other
Guarantor.
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(b) Except as set forth in Article 4 and 5 of the Indenture, nothing
contained in the Indenture, this Supplemental Indenture or in the
Notes shall prevent any consolidation or merger of any
Guaranteeing Subsidiary with or into a corporation or corporations
other than the Company or any other Guarantor (in each case,
whether or not affiliated with the Guaranteeing Subsidiary), or
successive consolidations or mergers in which a Guaranteeing
Subsidiary or its successor or successors shall be a party or
parties, or shall prevent any sale or conveyance of the property
of any Guaranteeing Subsidiary as an entirety or substantially as
an entirety, to a corporation other than the Company or any other
Guarantor (in each case, whether or not affiliated with the
Guaranteeing Subsidiary) authorized to acquire and operate the
same; provided, however, that each Guaranteeing Subsidiary hereby
covenants and agrees that (i) subject to the Indenture, upon any
such consolidation, merger, sale or conveyance, the due and
punctual performance and observance of all of the covenants and
conditions of the Indenture and this Supplemental Indenture to be
performed by such Guaranteeing Subsidiaries, shall be expressly
assumed (in the event that such Guaranteeing Subsidiary is not the
surviving corporation in the merger), by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the
Trustee, by the corporation formed by such consolidation, or into
which such Guaranteeing Subsidiary shall have been merged, or by
the corporation which shall have acquired such property and (ii)
immediately after giving effect to such consolidation, merger,
sale or conveyance no Default or Event of Default exists.
(c) In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Subsidiary Guarantee made pursuant
to this Supplemental Indenture and the due and punctual
performance of all of the covenants and conditions of the
Indenture and this Supplemental Indenture to be performed by such
Guaranteeing Subsidiary, such successor corporation shall succeed
to and be substituted for such Guaranteeing Subsidiary with the
same effect as if it had been named herein as the Guaranteeing
Subsidiary. Such successor corporation thereupon may cause to be
signed any or all of the Subsidiary Guarantees to be endorsed upon
the Notes issuable under the Indenture which theretofore shall not
have been signed by the Company and delivered to the Trustee. All
the Subsidiary Guarantees so issued shall in all respects have the
same legal rank and benefit under the Indenture and this
Supplemental Indenture as the Subsidiary Guarantees theretofore
and thereafter issued in accordance with the terms of the
Indenture and this Supplemental Indenture as though all of such
Subsidiary Guarantees had been issued at the date of the execution
hereof.
5. RELEASES.
(a) Concurrently with any sale of assets (including, if applicable,
all of the Capital Stock of a Guaranteeing Subsidiary), all Liens,
if any, in favor of
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the Trustee in the assets sold thereby shall be released; provided
that in the event of an Asset Sale, the Net Proceeds from such
sale or other disposition are treated in accordance with the
provisions of Section 4.10 of the Indenture. If the assets sold in
such sale or other disposition include all or substantially all of
the assets of a Guaranteeing Subsidiary or all of the Capital
Stock of a Guaranteeing Subsidiary, then the Guaranteeing
Subsidiary (in the event of a sale or other disposition of all of
the Capital Stock of such Guaranteeing Subsidiary) or the Person
acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such
Guaranteeing Subsidiary) shall be released from and relieved of
its Obligations under this Supplemental Indenture and its
Subsidiary Guarantee made pursuant hereto; provided that in the
event of an Asset Sale, the Net Proceeds from such sale or other
disposition are treated in accordance with the provisions of
Section 4.10 of the Indenture. Upon delivery by the Company to the
Trustee of an Officers' Certificate to the effect that such sale
or other disposition was made by the Company or the Guaranteeing
Subsidiary, as the case may be, in accordance with the provisions
of the Indenture and this Supplemental Indenture, including
without limitation, Section 4.10 of the Indenture, the Trustee
shall execute any documents reasonably required in order to
evidence the release of the Guaranteeing Subsidiary from its
Obligations under this Supplemental Indenture and its Subsidiary
Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is
not released from its obligations under its Subsidiary Guarantee,
it shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of such
Guaranteeing Subsidiary under the Indenture as provided in this
Supplemental Indenture.
(b) Upon the designation of a Guaranteeing Subsidiary as an
Unrestricted Subsidiary in accordance with the terms of the
Indenture, such Guaranteeing Subsidiary shall be released and
relieved of its Obligations under its Subsidiary Guarantee and
this Supplemental Indenture. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to
the effect that such designation of such Guaranteeing Subsidiary
as an Unrestricted Subsidiary was made by the Company in
accordance with the provisions of the Indenture, including without
limitation Section 4.07 of the Indenture, the Trustee shall
execute any documents reasonably required in order to evidence the
release of such Guaranteeing Subsidiary from its Obligations under
its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released
from its Obligations under its Subsidiary Guarantee shall remain
liable for the full amount of principal of and interest on the
Notes and for the other Obligations of any Guaranteeing Subsidiary
under the Indenture as provided herein.
(c) Each Guaranteeing Subsidiary shall be released and relieved of its
obligations under this Supplemental Indenture in accordance with,
and subject to, Section 4.18 of the Indenture.
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6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of any Guaranteeing
Subsidiary, as such, shall have any liability for any Obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such Obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.
7. SUBORDINATION OF SUBSIDIARY GUARANTEES; ANTI-LAYERING. No Guaranteeing
Subsidiary shall incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinate or junior in right of payment to
any Senior Debt of a Guaranteeing Subsidiary and senior in any respect in right
of payment to any of the Subsidiary Guarantees. Notwithstanding the foregoing
sentence, the Subsidiary Guarantee of each Guaranteeing Subsidiary shall be
subordinated to the prior payment in full of all Senior Debt of that
Guaranteeing Subsidiary (in the same manner and to the same extent that the
Notes are subordinated to Senior Debt), which shall include all guarantees of
Senior Debt.
8. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
10. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
11. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiaries and the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
Dated: May 1, 2006 L-3 COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Senior Vice President,
Secretary and General Counsel
Dated: May 1, 2006 APCOM, INC., a Maryland corporation
BROADCAST SPORTS INC., a Delaware corporation
D.P. ASSOCIATES INC., a Virginia corporation
ELECTRODYNAMICS, INC., an Arizona corporation
XXXXXXXX INC., a Delaware corporation
HYGIENETICS ENVIRONMENTAL SERVICES, INC., a Delaware
corporation
INTELLIGENCE DATA SYSTEMS, INC., a Virginia corporation
INTERSTATE ELECTRONICS CORPORATION, a California
corporation
KDI PRECISION PRODUCTS, INC., a Delaware corporation
L-3 COMMUNICATIONS AEROMET, INC., an Oregon corporation
L-3 COMMUNICATIONS AIS GP CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS TECHNOLOGY,
INC., a Florida corporation
L-3 COMMUNICATIONS APPLIED SIGNAL AND IMAGE TECHNOLOGY,
INC., a Maryland corporation
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC., a Delaware
corporation
L-3 COMMUNICATIONS AVISYS CORPORATION, a Texas
corporation
L-3 COMMUNICATIONS CSI, INC., a California corporation
L-3 COMMUNICATIONS AYDIN CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS CE HOLDINGS, INC., a Delaware
corporation
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS CORPORATION,
an Ohio corporation
L-3 COMMUNICATIONS CYTERRA CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC., a
Delaware corporation
L-3 COMMUNICATIONS EO/IR, INC., a Florida corporation
L-3 COMMUNICATIONS EOTECH, INC., a Delaware corporation
L-3 COMMUNICATIONS ESSCO, INC., a Delaware corporation
L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC, a
Delaware limited liability company
L-3 COMMUNICATIONS FLIGHT CAPITAL LLC, a Delaware
limited liability company
L-3 COMMUNICATIONS GOVERNMENT SERVICES, INC., a
Virginia corporation
L-3 COMMUNICATIONS ILEX SYSTEMS, INC., a Delaware
corporation
L-3 COMMUNICATIONS INFRAREDVISION TECHNOLOGY
CORPORATION, a California corporation
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., a Delaware
limited partnership
L-3 COMMUNICATIONS INVESTMENTS INC., a Delaware
corporation
L-3 COMMUNICATIONS XXXXX ASSOCIATES, INC., a Delaware
corporation
L-3 COMMUNICATIONS MAS (US) CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS MOBILE-VISION, INC., a New Jersey
corporation
L-3 COMMUNICATIONS SAFEVIEW, INC., a Delaware
corporation
L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS,
INC., a Delaware corporation
L-3 COMMUNICATIONS SONOMA EO, INC., a California
corporation
L-3 COMMUNICATIONS TCS, INC., a Georgia corporation
L-3 COMMUNICATIONS TITAN CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC, a
Delaware limited liability company
L-3 COMMUNICATIONS VERTEX AEROSPACE LLC, a Delaware
limited liability company
L-3 COMMUNICATIONS WESTWOOD CORPORATION, a Nevada
corporation
LINCOM WIRELESS, INC., a Delaware corporation
MCTI ACQUISITION CORPORATION, a Maryland corporation
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED, a
Maryland corporation
MICRODYNE CORPORATION, a Maryland corporation
MICRODYNE OUTSOURCING INCORPORATED, a Maryland
corporation
MPRI, INC., a Delaware corporation
PAC ORD INC., a Delaware corporation
POWER PARAGON, INC., a Delaware corporation
SPD ELECTRICAL SYSTEMS, INC., a Delaware corporation
SPD SWITCHGEAR INC., a Delaware corporation
SYCOLEMAN CORPORATION, a Florida corporation
TITAN FACILITIES, INC., a Virginia corporation
TROLL TECHNOLOGY CORPORATION, a California corporation
WESCAM AIR OPS INC., a Delaware corporation
WESCAM AIR OPS LLC, a Delaware limited liability company
WESCAM HOLDINGS (US) INC., a Delaware corporation
WESCAM LLC, a Delaware limited liability company
WOLF COACH, INC., a Massachusetts corporation
As Guaranteeing Subsidiaries
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
Dated: May 1, 0000 XXX XXXX XX XXX XXXX,
as Trustee
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO SUBSIDIARY GUARANTEE
Pursuant to the Supplemental Indenture (the "Supplemental Indenture") dated
as of May 1, 2006 among L-3 Communications Corporation, the Guarantors party
thereto (each a "Guarantor" and collectively the "Guarantors") and The Bank of
New York, as trustee (the "Trustee"), each Guarantor (i) has jointly and
severally unconditionally guaranteed (a) the due and punctual payment of the
principal of, and premium, interest and Additional Amounts on the Notes, whether
at maturity or an interest payment date, by acceleration, call for redemption or
otherwise, (b) the due and punctual payment of interest on the overdue principal
and premium of, and interest and Additional Amounts on the Notes, and (c) in
case of any extension of time of payment or renewal of any Notes or any of such
other Obligations, the same will be promptly paid in full when due in accordance
with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise and (ii) has agreed to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under the Subsidiary Guarantee (as defined in the
Supplemental Indenture).
Notwithstanding the foregoing, the Subsidiary Guarantee of each Guarantor
shall be subordinated to the prior payment in full of all Senior Debt (as
defined in the Indenture) of that Guarantor (in the same manner and to the same
extent that the Notes are subordinated to the Senior Debt), which shall include
all guarantees of Senior Debt.
Notwithstanding the foregoing, in the event that the Subsidiary Guarantee
of any Guarantor would constitute or result in a violation of any applicable
fraudulent conveyance or similar law of any relevant jurisdiction, the liability
of such Guarantor under its Subsidiary Guarantee shall be reduced to the maximum
amount permissible under such fraudulent conveyance or similar law.
No past, present or future director, officer, employee, agent,
incorporator, stockholder or agent of any Guarantor, as such, shall have any
liability for any Obligations of the Company or any Guarantor under the Notes,
any Subsidiary Guarantee, the Indenture, any supplemental indenture delivered
pursuant to the Indenture by such Guarantor, or for any claim based on, in
respect of or by reason of such Obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability.
The Subsidiary Guarantee shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.
The Subsidiary Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note upon which the Subsidiary
Guarantee is noted has been executed by the Trustee under the Indenture by the
manual signature of one of its authorized officers. Capitalized terms used
herein have the meaning assigned to them in the Indenture, dated as of May 21,
2003, among L-3 Communications Corporation, the Guarantors party thereto and the
Trustee.
Dated: May 1, 2006 APCOM, INC.
BROADCAST SPORTS INC.
D.P. ASSOCIATES INC.
ELECTRODYNAMICS, INC.
XXXXXXXX INC.
HYGIENETICS ENVIRONMENTAL SERVICES, INC.
INTELLIGENCE DATA SYSTEMS, INC.
INTERSTATE ELECTRONICS CORPORATION
KDI PRECISION PRODUCTS, INC.
L-3 COMMUNICATIONS AEROMET, INC.
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS TECHNOLOGY,
INC.
L-3 COMMUNICATIONS APPLIED SIGNAL AND IMAGE TECHNOLOGY,
INC.,
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.
L-3 COMMUNICATIONS AVISYS CORPORATION
L-3 COMMUNICATIONS AYDIN CORPORATION
L-3 COMMUNICATIONS CE HOLDINGS, INC.
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS CORPORATION
L-3 COMMUNICATIONS CSI, INC.
L-3 COMMUNICATIONS CYTERRA CORPORATION
L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC.
L-3 COMMUNICATIONS EO/IR, INC.
L-3 COMMUNICATIONS EOTECH, INC.
L-3 COMMUNICATIONS ESSCO, INC.
L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC
L-3 COMMUNICATIONS FLIGHT CAPITAL LLC
L-3 COMMUNICATIONS GOVERNMENT SERVICES, INC.,
L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
L-3 COMMUNICATIONS INFRAREDVISION TECHNOLOGY CORPORATION
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
L-3 COMMUNICATIONS INVESTMENTS INC.
L-3 COMMUNICATIONS XXXXX ASSOCIATES, INC.
L-3 COMMUNICATIONS MAS (US) CORPORATION
L-3 COMMUNICATIONS MOBILE-VISION, INC.
L-3 COMMUNICATIONS SAFEVIEW, INC.
L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS, INC.
L-3 COMMUNICATIONS SONOMA EO, INC.
L-3 COMMUNICATIONS TCS, INC.
L-3 COMMUNICATIONS TITAN CORPORATION
L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC
L-3 COMMUNICATIONS VERTEX AEROSPACE LLC
L-3 COMMUNICATIONS WESTWOOD CORPORATION
LINCOM WIRELESS, INC.
MCTI ACQUISITION CORPORATION
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED
MICRODYNE CORPORATION
MICRODYNE OUTSOURCING INCORPORATED
MPRI, INC.
PAC ORD INC.
POWER PARAGON, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR INC.
SYCOLEMAN CORPORATION
TITAN FACILITIES, INC.
TROLL TECHNOLOGY CORPORATION
WESCAM AIR OPS INC.
WESCAM AIR OPS LLC
WESCAM HOLDINGS (US) INC.
WESCAM LLC
WOLF COACH, INC.
As Guaranteeing Subsidiaries
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
