SUPPLEMENTAL INDENTURE TO BE DELIVERED
BY GUARANTEEING SUBSIDIARIES
Supplemental Indenture (this "Supplemental Indenture"), dated as of
February 20, 2007, among L-3 Communications Holdings, Inc. (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").
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of July 29, 2005 providing for
the issuance of up to $700,000,000 of 3.0% Convertible Contingent Debt
Securities (CODES) due 2035 (the "CODES");
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 CODES and the Indenture on the terms and conditions set
forth herein (the "Subsidiary Guarantee"); and
WHEREAS, pursuant to the Indenture, the parties hereto are authorized
to execute and deliver this Supplemental Indenture and the Trustee has
determined that this Supplemental Indenture is in form satisfactory to it.
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 CODES 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 CODES
(collectively, the "Guarantors" and each, a "Guarantor"),
unconditionally guarantees to each Holder of a CODE
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 CODES or
the Obligations of the Company under the Indenture or the
CODES, that:
(i) the principal of and interest (including Contingent
Interest and Additional Interest, if any) on the CODES
will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest
(including Contingent Interest and Additional
Interest, if any) on the CODES, 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 CODES 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 A to the Indenture
shall be endorsed by an Officer of such Guaranteeing
Subsidiary on each CODE 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 CODE 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 CODE
on which a Subsidiary Guarantee is endorsed, the Subsidiary
Guarantee shall be valid nevertheless.
(d) The delivery of any CODE 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, to the extent permitted by
applicable law, be unconditional, regardless of the
validity, regularity or enforceability of the CODES or the
Indenture, the absence of any action to enforce the same,
any waiver or consent by any Holder of the CODES 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, to the extent permitted by
applicable law, 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 whatsoever and covenants that its
Subsidiary Guarantee made pursuant to this Supplemental
Indenture will
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not be discharged except by complete performance of the
Obligations contained in the CODES 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:
(iii) the maturity of the Obligations guaranteed hereby may
be accelerated as provided in Article 4 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;
(iv) in the event of any declaration of acceleration of
such Obligations as provided in Article 4 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; and
(v) 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 6 and 9 of the Indenture,
nothing contained in the Indenture, this Supplemental
Indenture or in the CODES shall prevent (i) any
consolidation or merger of any Guaranteeing Subsidiary with
or into the Company or any other Guarantor, (ii) 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 or (iii)
any merger of a Guarantor with or into with an Affiliate of
that Guarantor that has not significant assets or
liabilities and was incorporated solely for the purpose of
reincorporating such Guarantor in another State of the
United States so long as the amount of Indebtedness of the
Company and the domestic non-Guarantor subsidiaries is not
increased thereby.
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(b) Except as set forth in Article 9 of the Indenture, nothing
contained in the Indenture, this Supplemental Indenture or
in the CODES shall prevent any consolidation or merger of
any Guaranteeing Subsidiary with or into any Person
organized under the laws of the United States of America,
any state thereof, the District of Columbia or any territory
thereof 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 any Person organized under the laws of the United States
of America, any state thereof, the District of Columbia or
any territory thereof 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 any Person formed by such
consolidation, or into which such Guaranteeing Subsidiary
shall have been merged, or by any Person which shall have
acquired such property, (ii) immediately after giving effect
to such consolidation, merger, sale or conveyance no Default
or Event of Default exists and (iii) such transaction will
only be permitted under the Indenture if it would be
permitted under the terms of all of the indentures governing
the Outstanding Senior Subordinated Notes as the same are in
effect on the date of the Indenture (whether or not those
indentures are subsequently amended, waived, modified or
terminated or expire and whether or not any of these notes
continue to be outstanding).
(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 Person 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 Person thereupon may
cause to be signed any or all of the Subsidiary Guarantees
to be endorsed upon the CODES 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
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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 the Trustee in
the assets sold thereby shall be released. If the assets
sold in such sale or other disposition (including by way of
merger or consolidation) 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. 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, 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 (including Contingent Interest and
Additional Interest, if any) on the CODES 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
Excluded Subsidiary in accordance with the terms of the
Indenture and the indentures governing the Outstanding
Senior Subordinated Notes as the same are in effect on the
date of the Indenture (whether or not those indentures are
subsequently amended, waived, modified or terminated or
expire and whether or not any of those notes continue to be
outstanding), such Guaranteeing Subsidiary shall be released
and relieved of all 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 and the indentures governing, the Outstanding
Senior Subordinated Notes as the same are in effect on the
date of the Indenture (whether or not those indentures are
subsequently amended, waived, modified or terminated or
expire and whether or not any of those notes continue to be
outstanding), 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
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Guarantee shall remain liable for the full amount of
principal of and interest on the CODES and for the other
obligations of any Guaranteeing Subsidiary under the
Indenture as provided herein.
(c) Upon any Guarantor being released from its guarantees of,
and all pledges and security interests granted in connection
with, Indebtedness of the Company or any of its Subsidiaries
(other than a Foreign Subsidiary), such Guarantor shall be
released and relieved of its obligations under this
Supplemental Indenture.
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 CODES, 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
CODES by accepting a CODE waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the CODES. 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. No
Indebtedness shall be deemed to be subordinated or junior in right of payment to
any other Indebtedness solely by virtue of being unsecured.
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: February 20, 2007 L-3 COMMUNICATIONS HOLDINGS, INC.
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Senior Vice President
Dated: February 20, 2007
Apcom, Inc., a Maryland corporation
Broadcast Sports Inc., a Delaware corporation
D.P. Associates, Inc., a Virginia corporation
Electrodynamics, Inc., an Arizona corporation
gForce Technologies, Inc., a Massachusetts corporation
Xxxxxxxx Inc., a Delaware corporation
Hygienetics Environmental Services, Inc., a Delaware corporation
Interstate Electronics Corporation, a California corporation
KDI Precision Products, Inc., a Delaware corporation
LinCom Wireless, Inc., a Delaware corporation
L-3 Communications Advanced Laser Systems Technology, Inc., a Florida
corporation
L-3 Communications Aeromet, Inc., an Oregon corporation
L-3 Communications AIS GP Corporation, a Delaware 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 Aydin Corporation, a Delaware corporation
L-3 Communications CE Holdings, Inc., a Delaware corporation
L-3 Communications Cincinnati Electronics, Inc., an Ohio corporation
X-0 Xxxxxxxxxxxxxx Xxxxxxxxx Aerospace Corporation, a Delaware corporation
L-3 Communications CSI, Inc., a California corporation
L-3 Communications CyTerra Corporation, a Delaware corporation
L-3 Communications Dynamic Positioning and Control Systems, Inc., a California
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 Foreign Holdings, Inc., a Delaware corporation
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 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 MariPro, Inc., a California corporation
L-3 Communications Mobile-Vision, Inc., a New Jersey corporation
L-3 Communications Nautronix Holdings, Inc., a Delaware corporation
L-3 Communications Nova Engineering, Inc., an Ohio 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 SSG-Xxxxxxx, Inc., a Delaware corporation
L-3 Communications TCS, Inc., a Delaware corporation
L-3 Communications Xxxxxxx Laboratories, Inc., a California corporation
L-3 Communications Titan Corporation, a Delaware corporation
L-3 Communications Westwood Corporation, a Nevada 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 Holdings (US) Inc., a Delaware corporation
Wolf Coach, Inc., a Massachusetts corporation
As Guaranteeing Subsidiaries
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
L-3 Communications Integrated Systems L.P., a Delaware limited partnership
By: L-3 COMMUNICATIONS AIS GP
CORPORATION, as General Partner
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
L-3 Communications Flight Capital LLC, a Delaware limited liability company
L-3 Communications Flight International Aviation LLC, a Delaware limited
liability company
L-3 Communications Vector International Aviation LLC, a Delaware limited
liability company
By: L-3 COMMUNICATIONS VERTEX AEROSPACE
LLC, as Sole Member
By: L-3 COMMUNICATIONS INTEGRATED
SYSTEMS L.P., as Sole Member
By: L-3 COMMUNICATIONS AIS GP
CORPORATION, as General Partner
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
L-3 Communications Vertex Aerospace LLC, a Delaware limited liability company
By: L-3 COMMUNICATIONS INTEGRATED
SYSTEMS L.P., as Sole Member
By: L-3 COMMUNICATIONS AIS GP
CORPORATION, as General Partner
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
Wescam Air Ops LLC, a Delaware limited liability company
By: L-3 COMMUNICATIONS EO/IR, INC.,
as Sole Member
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
Wescam LLC, a Delaware limited liability company
By: L-3 COMMUNICATIONS CORPORATION,
as Sole Member
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Senior Vice President
L-3 Communications Germany Holdings, LLC, a Delaware limited liability company
By: L-3 COMMUNICATIONS CORPORATION,
as Sole Member
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Senior Vice President
Dated: February 20, 0000 XXX XXXX XX XXX XXXX,
as Trustee
By:
------------------------------------
Name:
Title: Assistant Vice President
NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO SUBSIDIARY GUARANTEE
Pursuant to the Supplemental Indenture (the "Supplemental Indenture")
dated as of February 20, 2007 among L-3 Communications Holdings, Inc., 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 interest (including Contingent Interest and
Additional Interest, if any) on the CODES, 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 interest (including
Contingent Interest and Additional Interest, if any) on the CODES, and (c) in
case of any extension of time of payment or renewal of any CODES 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). This Guarantee is subordinated to the Senior Debt of
each Guarantor to extent set forth in Article 13 of the Indenture.
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 CODES,
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 CODE 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 CODE 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 July 29, 2005, among L-3 Communications Holdings, Inc., the Guarantors party
thereto and the Trustee.
Dated: February 20, 2007
Apcom, Inc., a Maryland corporation
Broadcast Sports Inc., a Delaware corporation
D.P. Associates, Inc., a Virginia corporation
Electrodynamics, Inc., an Arizona corporation
gForce Technologies, Inc., a Massachusetts corporation
Xxxxxxxx Inc., a Delaware corporation
Hygienetics Environmental Services, Inc., a Delaware corporation
Interstate Electronics Corporation, a California corporation
KDI Precision Products, Inc., a Delaware corporation
LinCom Wireless, Inc., a Delaware corporation
L-3 Communications Advanced Laser Systems Technology, Inc., a Florida
corporation
L-3 Communications Aeromet, Inc., an Oregon corporation
L-3 Communications AIS GP Corporation, a Delaware 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 Aydin Corporation, a Delaware corporation
L-3 Communications CE Holdings, Inc., a Delaware corporation
L-3 Communications Cincinnati Electronics, Inc., an Ohio corporation
X-0 Xxxxxxxxxxxxxx Xxxxxxxxx Aerospace Corporation, a Delaware corporation
L-3 Communications CSI, Inc., a California corporation
L-3 Communications CyTerra Corporation, a Delaware corporation
L-3 Communications Dynamic Positioning and Control Systems, Inc., a California
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 Foreign Holdings, Inc., a Delaware corporation
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 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 MariPro, Inc., a California corporation
L-3 Communications Mobile-Vision, Inc., a New Jersey corporation
L-3 Communications Nautronix Holdings, Inc., a Delaware corporation
L-3 Communications Nova Engineering, Inc., an Ohio 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 SSG-Xxxxxxx, Inc., a Delaware corporation
L-3 Communications TCS, Inc., a Delaware corporation
L-3 Communications Xxxxxxx Laboratories, Inc., a California corporation
L-3 Communications Titan Corporation, a Delaware corporation
L-3 Communications Westwood Corporation, a Nevada 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 Holdings (US) Inc., a Delaware corporation
Wolf Coach, Inc., a Massachusetts corporation
As Guaranteeing Subsidiaries
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
L-3 Communications Integrated Systems L.P., a Delaware limited partnership
By: L-3 COMMUNICATIONS AIS GP
CORPORATION, as General Partner
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
L-3 Communications Flight Capital LLC, a Delaware limited liability company
L-3 Communications Flight International Aviation LLC, a Delaware limited
liability company
L-3 Communications Vector International Aviation LLC, a Delaware limited
liability company
By: L-3 COMMUNICATIONS VERTEX AEROSPACE
LLC, as Sole Member
By: L-3 COMMUNICATIONS INTEGRATED
SYSTEMS L.P., as Sole Member
By: L-3 COMMUNICATIONS AIS GP
CORPORATION, as General Partner
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
L-3 Communications Vertex Aerospace LLC, a Delaware limited liability company
By: L-3 COMMUNICATIONS INTEGRATED
SYSTEMS L.P., as Sole Member
By: L-3 COMMUNICATIONS AIS GP
CORPORATION, as General Partner
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
Wescam Air Ops LLC, a Delaware limited liability company
By: L-3 COMMUNICATIONS EO/IR, INC.,
as Sole Member
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
Wescam LLC, a Delaware limited liability company
By: L-3 COMMUNICATIONS CORPORATION,
as Sole Member
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Senior Vice President
L-3 Communications Germany Holdings, LLC, a Delaware limited liability company
By: L-3 COMMUNICATIONS CORPORATION, as
Sole Member
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Senior Vice President
