EXHIBIT 10.7
LIMITED NONCOMPETITION AGREEMENT
This Limited Noncompetition Agreement between Lockheed Xxxxxx Corporation
("Lockheed Xxxxxx") and L-3 Communications Corporation ("L-3") is dated as of
April 30, 1997 with reference to the following:
Recitals
WHEREAS, Lockheed Martin, Lehman Brothers Capital Partners III, L.P.,
Xxxxx X. Xxxxx, Xxxxxx X. XxXxxxx and L-3 Communications Holdings, Inc.
("Holdings") have entered into a Transaction Agreement dated as of March 28,
1997 (as amended by Amendment No. 1 to Transaction Agreement dated as of
April 11, 1997, and as it may be further amended from time to time, the
"Transaction Agreement"); and
WHEREAS, the Transaction Agreement contemplates that the business and
assets of certain business elements of Lockheed Xxxxxx, the Business Units,
will be sold upon the terms and subject to the conditions of the Transaction
Agreement to Holdings; and
WHEREAS, Section 12.01 of the Transact on Agreement provides that the
obligations of Lockheed Xxxxxx, Holdings and the Purchasers to consummate the
Closing are subject to the satisfaction (or waiver) of certain enumerated
conditions one of which (contained with Section 12.01(e)) is that Lockheed
Xxxxxx and Holdings shall have executed and delivered the noncompetition
agreement contemplated by Section 9.09 of the Transaction Agreement; and
WHEREAS, Holdings will conduct the businesses sold to it under the
Transaction Agreement through L-3, a wholly-owned subsidiary of Holdings.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties contained herein, Lockheed Xxxxxx and
L-3 agree as follows:
1. Capitalized terms used but not defined in this Limited Noncompetition
Agreement shall have the meanings ascribed to them in the Transaction
Agreement.
2. Subject to the provisions of Xxxxxxxxx 0, Xxxxxxxxx 4, Paragraph 5 and
Paragraph 6 hereof, the Lockheed Xxxxxx Companies shall not sell products
anywhere in the world in competition with products of L-3 listed on "Attachment
A" hereto, or being supplied as of the Closing Date by the Business in
connection with its Performance of the specific programs listed on "Attachment
A" hereto (collectively, the "competing businesses"), in each instance for the
applications listed opposite the product or program listed on Attachment A and
for a period of three years commencing as of the Closing Date.
3. The provisions of Paragraph 2 shall prohibit the acquisition by
Lockheed Xxxxxx or any of its Affiliates of all or any part of a business or
Person (whether through the acquisition of assets, securities or other
ownership interest, the effecting of a merger, business combination,
reorganization, exchange or recapitalization or other similar transaction)
1
(the "Acquired Business") with any Person where a primary purpose of the
acquisition is the avoidance of the prohibitions of Paragraph 2. For purposes
of the foregoing, in the case of any such acquisition by Lockheed Xxxxxx or any
of its Affiliates where the competing business conducted by the Acquired
Business represents greater than 35% of the revenues of the Acquired Business
for its most recently completed fiscal year, a primary purpose of the
transaction shall be deemed to be the avoidance of the prohibitions of
Paragraph 2. Notwithstanding the provisions of the preceding sentence, the
provisions of Paragraph 2 shall not prohibit the acquisition by Lockheed Xxxxxx
or any of its Affiliates of an Acquired Business where the competing business
conducted by the Acquired Business represents greater than 35% of the revenues
of the Acquired Business (a "Disqualifying Acquisition," and the portion of the
Acquired Business that is a competing business being the "Disqualified
Business"), provided that Lockheed Xxxxxx or any of its Affiliates offers to
sell and assign the Disqualified Business (and associated liabilities) obtained
and assumed in the Disqualifying Acquisition for cash to L-3 within 90 days of
the consummation of the Disqualifying Acquisition at the fair market value of
such Disqualified Business (and associated liabilities) with the benefit of
substantially similar representations, warranties and indemnification periods
from the fair market value of such Disqualified Business (and associated
liabilities), L-3 and such Lockheed Xxxxxx or their representatives shall meet
within 15 days of the date such offer is made and attempt mutually to determine
in good faith such fair market value. If L-3 and Lockheed Xxxxxx are unable to
determine a mutually acceptable fair market value within 20 days after their
initial meeting, L-3 and Lockheed Xxxxxx shall mutually engage (and share
equally in the fees and expenses of) an investment banking firm to determine
within 20 days of such firm's engagement the fair market value of the
Disqualified Business (and associated liabilities), which determination shall
be binding upon L-3 and Lockheed Xxxxxx for purposes of Lockheed Xxxxxx'x offer
to L-3 as contemplated herein. Lockheed Xxxxxx shall not be obligated to keep
its offer to L-3 open for more than 20 days after final determination of the
fair market value of the Disqualified Business and its assumption of the
associated liabilities within 75 days of such acceptance, otherwise Lockheed
Xxxxxx and its Affiliates shall be permitted to keep and operate, or divest,
such Disqualified Business (and associated liabilities) in Lockheed Xxxxxx'x
sole discretion.
4. The prohibitions of Paragraph 2 shall not apply to:
(a) businesses operated and managed by Lockheed Xxxxxx or its
Affiliates on behalf of the U.S. Government; or
(b) Acquired Businesses where the acquisition is permitted under
Paragraph 3; provided that in the case of any such acquisition (i) the
competing business was being conducted by the Acquired Business as of the
closing of the acquisition of the Acquired Business or (ii) Lockheed Xxxxxx or
the Acquired Business can affirmatively demonstrate that the Acquired Business
was considering entering the competing business as of the closing of the
acquisition of the Acquired Business, or (iii) the competing business is
reasonably related to the businesses referenced in either or both of the
preceding clauses (i) or (ii); or
(c) the acquisition by Lockheed Xxxxxx or any of its Affiliates of
not greater than twenty percent of the voting securities of any Person engaged
in a competing business; or
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(d) the acquisition by Lockheed Xxxxxx or any of its Affiliates of
any non-voting securities of any Person engaged in a competing business.
5. Notwithstanding the provisions of Paragraph 2, nothing in this Limited
Noncompetition Agreement shall prevent Lockheed Xxxxxx or any of its Affiliates
from:
(a) continuing to engage without impediment in any business,
including but not limited to the unrestricted sale of products related to that
business, conducted by Lockheed Xxxxxx or any of its Affiliates as of Closing
(other than businesses conducted by Lockheed Xxxxxx solely through the Business
Units), any such business being hereinafter referred to as an "Existing
Business"; or
(b) entering into any business and thereafter engaging without
impediment in such business, including but not limited to the unrestricted sale
of products related to that business where Lockheed Xxxxxx can affirmatively
demonstrate that, as of the Closing, Lockheed Xxxxxx or any of its Affiliates
or any business element thereof (excluding the Business Units) was considering
entering such business, any such business being hereinafter referred to as a
"Planned Business"; or
(c) entering into any business and thereafter engaging without
impediment in such business, including but not limited to the unrestricted sale
of products related to that business, where such business is reasonably related
to either or both an Existing Business or a Planned Business.
6. For the purposes of Paragraph 2, the sale by Lockheed Xxxxxx or its
Affiliates (including, without limitation, any Acquired Business) of systems
manufactured, assembled, fabricated or integrated by Lockheed Xxxxxx or its
Affiliates (which systems may themselves be subsystems or components of larger
systems) where the system manufactured, assembled, fabricated or integrated by
Lockheed Xxxxxx or its Affiliates (A) includes as one or more subsystems,
components, subcomponents or other parts of the system products sold by (i) L-3
or (ii) third-party sources other than L-3 or (B) where such system includes as
one or more subsystems, components, subcomponents or other parts of the system
products manufactured, assembled, fabricated or integrated by Lockheed Xxxxxx
or its Affiliates shall be deemed not to be a sale in competition with products
sold by L-3 and, therefore, is permitted under Paragraph 2; provided, however,
that, if sale of the product manufactured, assembled, fabricated or integrated
is not permitted by any of the exceptions to Paragraph 2 other than by clause
(B) of this Paragraph 6, then prior to manufacturing the subsystem, component,
subcomponent or other part of the system Lockheed Xxxxxx shall in its good
faith business judgment (which may include, but is not limited to,
consideration of the optimum combination of performance, schedule, quality,
cost, customer preference, ability to provide a total solution and/or turnkey
system and other factors considered relevant to the decision by the Lockheed
Xxxxxx company making the make/buy decision) consider procuring the item from
L-3 and provided further that items manufactured by Lockheed Xxxxxx or any of
its Affiliates in reliance on the exception provided by clause (B) of this
Paragraph 6 may only be sold during the term of this Limited Noncompetition
Agreement as part of a system qualifying for the exception provided by clause
(B) of this Paragraph 6.
7. Lockheed Xxxxxx acknowledges that in the event of its or its
Subsidiaries' breach of the covenants contained in this Limited
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Noncompetition Agreement, money damages would be an inadequate remedy.
Accordingly, without prejudice to the rights of L-3 also to seek such damages
or other remedies available to it, L-3 may seek, and Lockheed Xxxxxx shall not
contest the appropriateness of injunctive or other equitable relief in any
proceeding that L-3 may bring to enforce the covenants contained in this
Limited Noncompetition Agreement. No waiver of any breach of the covenants
contained in this Limited Noncompetition Agreement shall be implied from
forbearance or failure of L-3 to take action in respect thereof.
8. Lockheed Xxxxxx and L-3 agree that, if any provision of this Limited
Noncompetition Agreement should be adjudicated to be invalid or unenforceable,
such provision shall be deemed deleted herefrom with respect, and only with
respect, to the operation of such provision in the particular jurisdiction in
which such adjudication was made. To the extent any such provisions may be
valid and enforceable in such jurisdiction by limitations on the scope of the
activities, geographical area or time period covered, L-3 and Lockheed Xxxxxx
agree that such provision instead shall be deemed limited to the extent, and
only to the extent, necessary to make such provision enforceable to the fullest
extent permissible under the laws and public policies in such jurisdiction.
9. All notices, requests and other communications to any party
hereunder shall be in writing (including telecopy or similar writing) and
shall be given,
if to Lockheed Xxxxxx:
Lockheed Xxxxxx Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
with a copy to:
Lockheed Xxxxxx Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Xx.
Telecopy: (000) 000-0000
and
Miles & Stockbridge, a
Professional Corporation
00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
4
If to L-3:
L-3 Communications Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Telecopy: (000) 000-0000
with copies to:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
and
Xxxxxx Brothers Capital Partners III, L.P.
3 World Financial Center
New York, New York 10285
Attention: Xxxxxx Xxxxxxxxxx
Telecopy: (000) 000-0000
and
Lockheed Xxxxxx Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Xx.
Telecopy: (000) 000-0000
or to such other address or telecopy number and with such other copies, as such
party may hereafter specify for the purpose by notice to the other parties.
Each such notice, request or other communication shall be effective (i) if
given by telecopy, when such telecopy is transmitted to the telecopy number
specified in this Paragraph 9 and evidence of receipt is received or (ii) if
given by any other means, upon delivery or refusal of delivery at the address
specified in this Paragraph 9.
10. Any provision of this Limited Noncompetition Agreement may be amended
or waived if, and only if, such amendment or waiver is in writing and signed,
in the case of an amendment, by Lockheed Xxxxxx and L-3, or in the case of a
waiver, by the party against whom the waiver is to be effective. No failure or
delay by any party in exercising any right, power or privilege under this
Limited Noncompetition Agreement shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
11. The provisions of this Limited Noncompetition Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and assigns; provided that no party may assign, delegate or
otherwise transfer any of its right or obligations under this Agreement without
the consent of Lockheed Xxxxxx, in the case of L-3, and L-3 in the case of
Lockheed Xxxxxx. Notwithstanding the foregoing, the provisions of
5
this Limited Noncompetition Agreement shall not apply to any of the Lockheed
Xxxxxx Companies to the extent that such companies no longer are Subsidiaries
of Lockheed Xxxxxx.
12. As used in this Limited Noncompetition Agreement, any reference to the
plural shall include the singular, and the singular shall include the plural.
With regard to each and every term and condition of this Limited Noncompetition
Agreement, the parties understand and agree that the same have or has been
mutually negotiated, prepared and drafted, and that if at any time the parties
desire or are required to interpret or construe any such term or condition or
any agreement or instrument subject hereto, no consideration shall be given to
the issue of which party actually prepared, drafted or requested any term or
condition of this Limited Noncompetition Agreement.
13. This Limited Noncompetition Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof, supersedes all
prior agreements, understandings and negotiations, both written and oral,
between the parties with respect to the subject matter thereof, and satisfies
all obligations, covenants and agreements of Lockheed Xxxxxx under Section 9.09
of the Transaction Agreement.
14. This Limited Noncompetition Agreement shall be construed in
accordance with and governed by the law of the State of New York.
15. This Limited Noncompetition Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Limited Noncompetition
Agreement shall become effective when each party hereto shall have received a
counterpart hereof signed by the other parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Limited
Noncompetition Agreement as of the date first set forth above.
LOCKHEED XXXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Assistant Secretary
L-3 COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Vice President, Finance and
Controller
6
ATTACHMENT A
LOCKHEED XXXXXX TACTICAL COMMUNICATION SYSTEMS
000 XXXXX 0000 XXXX
XXXX XXXX XXXX, XXXX 00000
PRODUCT PROFILES
SURVEILLANCE PROGRAMS
o SENIOR YEAR SUPPORT. This a service contract that provides worldwide
technical, logistical and operational support to Senior Year fielded
equipment. It also includes support to specified Army/agency-related
equipment. Fielded equipment support includes spares, field support
representatives, contract field representatives, manuals, modifications and
upgrades, repairs, software, GFE/GFP management and sustaining engineering
support. The program continues the development and support of core
intelligence wideband communication systems.
o GUARDRAIL. Guardrail is a dual data link airborne system for air-to-air
networking for Army airborne signal intelligence collection. The system is
capable of providing tactical commanders with near-real-time targeting,
information. Using common data link based equipment on the RC-12 aircraft,
the data link provides secure high-rate data to an interactive processing
facility interface.
o DIRECT AIR-SATELLITE RELAY (DASR). DASR extends the range of the signal
intelligence (SIGINT) and electromagnetic intelligence (ELINT) collection
system on the Army's Guardrail Common Sensor program through a satellite
relay. It provides tactical/strategic mobility with flexible architecture
and an improved intelligence product. DASR provides quick-reaction
capability for low-intensity conflicts while creating a low-profile antenna
satellite relay system that can be used by all services.
UNMANNED AERIAL VEHICLES (UAV) PROGRAMS
o TIER II PREDATOR. The Predator Ku-band airborne data link is a high-rate
inter-operable link for remotely controlled UAVs through a satellite
commercial relay. The Predator link has multi-payload capability along
with a wideband satellite link which serves worldwide reconnaissance and
surveillance missions.
o TIER II PLUS. Tactical Communication Systems provides the integrated
communication system for the Global Hawk high-altitude endurance UAV
(Tier II Plus) and associated ground stations to provide near-real-time
surveillance information to the warfighter. The Tier II Plus communication
system integrates various links, including satellite relay links, line-of-
sight links and UHF Command-and-control data links. In addition to the
integrated airborne communication system, the company provides a suite
of ground communication equipment.
NAVY/AIRBORNE INFORMATION TRANSMISSION PROGRAMS
o COMMON HIGH-BANDWIDTH DATA LINK SURFACE TERMINAL (CHBDL-ST). This provides
a wideband shipboard terminal to Navy ES-3A, F/A-18R, UAV and ship-to-ship
communication requirements. CHBDL-ST provides the ability to acquire multi-
service data link signals from surveillance and reconnaissance aircraft. It
also provides communications between the airborne platforms BGPHES and
JSIPS(N) for shipboard workstations. CHBLD-ST is inter-operable with several
Air Force reconnaissance platforms, as well as future UAV deployments.
o BATTLE GROUP PASSIVE HORIZON EXTENSION SYSTEM (BGPHES). BGPHES provides the
data link for the airborne component (ES-3A) of a SIGINT collection system
for carrier battle group protection. BGPHES is inter-operable with the USAF
CDL surface terminals supporting X-0, XX-0X, XXX-0 and RAS-1A sensors.
o AIRBORNE INFORMATION TRANSMISSION (ABIT). Provides DoD with a 1,000nm, near-
real-time, high-data-rate relay capability. ABIT provides automatic air-to-
air acquisition and reacquisition, common data link inter-operability, low
probability of detection/anti-jam, variable data rates, common module usage,
and multi-sensor interfaces for multiple users.
GROUND SATCOM PROGRAMS
o TRIBAND SATCOM SUBSYSTEMS (TSS). The TSS system is a multi-use Army Tactical
Satellite Ground Terminal which provides a single SATCOM terminal
configuration. TSS employs a highpowered, tactical earth terminal with a
single point feed that can provide C and Ku, as well as X bands - with no
feed changeouts or re-focusing. it is operational with either US commercial,
military or international satellites.
o TRANSPORTABLE MEDIUM EARTH TERMINAL (TMET). The first medium earth terminal
(11.3 meter dish) transportable on two C-130 aircraft. The TMET operates in
C, X, or Ku bands and is reconfigurable for tri-band operations. The terminal
is fully DISA- and INTELSAT-certified.
SYSTEMS DEVELOPMENT/ADVANCED PROJECT PROGRAMS
o THE ARMY COMBINED ARMS WEAPONS SYSTEM (TACAWS). On TACAWS, a Horizontal
Technology Initiative (HTI) program for developing future missile technology,
the company's role is developing the data link to provide forward missile
commands and return target images to the launch platform. The data link
technology will be directly applicable to the TOW and Hellfire missile
replacements.
COMMERCIAL PROGRAMS
o Fixed Wireless Loop (FWL). The FWL system is an extremely flexible and
scaleable method of providing telephony and data services to homes and
businesses without having to extend copper wire to each subscriber.
LOCKHEED XXXXXX COMMUNICATIONS SYSTEMS
0 XXXXXXX XXXXXX
XXXXXX, XXX XXXXXX 00000
PRODUCT PROFILES
SPACE AND SATELLITE COMMUNICATIONS SYSTEMS
------------------------------------------
o SPACE STATION COMMUNICATIONS & TRACKING SYSTEM. Communications Systems is
designing and testing three communication subsystems for the International
Space Station (ISS). These systems will control all the Station's radio
frequency (RF) communications and external video activities. One RF
subsystem operates at S-band for narrowband communications, including
telemetry, tracking and commands. The second SF subsystem operates at
Ku-band for wideband communications, including video and
payload/experiment data. The external video subsystem includes four camera
groups, video switching and baseband signal processing for wideband
communications. These space-qualified subsystems use advanced hardware and
software technologies including the first large-scale application of fiber
optics in space. Communications Systems is currently pursuing application
of these technologies to ISS experiments and to the Japanese Experiment
Module.
o SPACE RECORDING SYSTEMS. Communications Systems provides solid-state
product and buffer solutions for data capture, storage, transfer and
retrieval for space applications.
o SHF PORTABLE TERMINAL SYSTEM (PTS). Communications Systems has developed a
PTS for SHF satellite communications for U.S. and NATO forces. The
lightweight, manportable terminal, communicating through DSCS, NATO or
SKYNET satellites, bring unprecedented connectivity to small military
tactical units and mobile command posts. The system includes the portable
terminal, a network control applique and associated network control
software. An innovative Demand Assignment Multiple Access (DAMA) protocol
minimizes user waiting times and the network control processor
automatically adapts frequency data rate and transmission time to maximize
throughput, all transparent to the operator. Communications Systems
recently delivered 14 terminals for use by NATO in Bosnia. Advanced
technology efforts are currently aimed at further miniaturization,
enhancing system performance and reducing costs for the United States and
NATO.
29
NAVY COMMUNICATIONS SYSTEMS
---------------------------
o SYSTEM INTEGRATED PRODUCTS. Communications Systems has off-the-shelf
products, based on communications industry standards, that serve as core
technologies for small-to-large networks. These products include radio
baseband switches, integrated services digital network (ISDN) switches,
packet switches, voice/data terminals and network management software.
Applications include systems requiring seamless, multimedia access to
interior and exterior communication services. The advantages of these
products include significant reduction of equipment and installation
costs, avoidance of development costs and risks, embedded information
security, automated capability and low-cost technology upgrades.
Communications Systems applies many years of integration experience to
these products to provide solutions to meet customer requirements.
o INTEGRATED VOICE COMMUNICATIONS SYSTEMS (IVCS). The AN/STC-2(v) IVCS is
the only fully militarized tactical communications switching system in the
U.S. Navy fleet. It integrates the intercom, tactical net and
administrative network into one reliable system accessing various types of
communication terminals throughout the ship.
o INTEGRATED RADIO ROOM (IRR). Communications Systems produced the IRR, the
automated exterior communications suite for the SSBN-726 Trident-class
submarines. IRR is the first computer-controlled communications center on
a submarine. It provides reliable exterior communications between the
Trident submarine and satellite, aircraft, shore facilities and other
ships. The system's 23 racks of equipment are monitorized and controlled
from a single console. This type of system also may be used on other types
of ocean going vessels.
o MARCOM 2000 SWITCHING SYSTEM. The MarCom 2000 Secure Digital Switch
provides an integrated approach to the specialized voice and data
communications needs of a shipboard environment for internal and external
communications, command and control and air traffic control. The MarCom
2000 time-division switch provides voice and data communications via
telephone or other communications terminals and provides interfaces to
radios, existing switches, cryptos, etc. A compact, modular design allows
the MarCom 2000 to serve small-to-large platforms. By using industry
standard telecommunications components, MarCom 2000 lowers costs and
greatly simplifies logistical support.
COMMUNICATIONS/INFORMATION SECURITY SYSTEMS
-------------------------------------------
o INFORMATION SECURITY (INFOSEC). Communications Systems continues to be a
leader in the field of communications and information security, providing
critical technologies and systems to the U.S. government and its
contractors for secure communications and computer systems, equipment and
services. Communications
30
Systems is a major participant in the Electronic Key Management Systems
initiative and is extending this participation to include benign fill and
multilevel secure networks. This support has spanned broad roles in system
concepts, equipment design, hardware and software development and
state-of-the-art custom secure very large scale integration (VLSI) and
application-specific integrated circuit (ASIC) designs. Communications
Systems is leading the development of next-generation, programmable
INFOSEC modules to embed in end-user equipment and for use on PCMCIA cards
for securing a wide range of voice, data, facsimile and video products.
Communications Systems information security experience encompasses full
military specification requirements as well as best commercial practices
for office environments.
o SECURE TERMINAL EQUIPMENT (STE). After producing more than 100,000 STU III
secure telephone units, Communications Systems has begun working on the
next-generation digital, ISDN-compatible product. The STE consists of a
host terminal and a security core. The host provides the application
hardware and software for the terminal. The security core, called a
CrytoCard, is a small, portable, cryptographic module mounted on a PCMCIA
card holding the algorithms, keys and personalized credentials a user
needs for secure communications. The terminal supports secure multimedia
communications including data, voice and video. The security functions are
independent of the host, enabling mobility for use at the office, on
travel or in the field. STE will use commercial network technologies such
as ISDN and asynchronous transfer mode (ATM) to extend high-quality secure
and nonsecure digital services to the user. The STE is being developed for
use in commercial and military networks and environments.
o LOCAL MANAGEMENT DEVICE/KEY PROCESSOR (LMD/KP). Communications Systems'
LMD/KP is the workstation component of the U.S. government's Electronic
Key Management System (EKMS), the next generation of information security
systems. The LMD/KP provides EKMS services that include requesting keys
and other electronic key materials. It also satisfies EKMS security
requirements for access control and privilege management, confidentiality,
authentication and status integrity and logging security-critical events.
The LMD provides such EKMS management functions as accounting for
electronic and physical material, registration and system management and
audit support. The LMD has been hosted on 486-based personal computers and
on the compartmented mode workstation. The KP performs cryptographic
functions and electronically transfers keys from the KP to end-user
equipment.
o Network Security. Information is increasingly becoming the critical
competitive advantage in both military and industrial operations. As we
become more reliant on the systems that gather and deliver information, we
also must become better able to defend these assets against attack. The
terms "hacker" and "virus" are relatively recent additions to computer
jargon; "information warfare" is a relatively new focus of the DoD.
Communications Systems is staying on the cutting edge through numerous
research and development efforts, such as: (1) intelligent agents required
to analyze a computer network for vulnearability problems and to report
the problems to a central controller; (2) a high performance, scaleable
platform-independent INFOSEC kernel and
31
applications for networks; (3) an "Intranet Firewall" to provide secure
subnets within a corporate intranet and a "Net Extender" to allow two
separate entities to use the internet as a virtual private network; and
(4) installing a prototype multilevel secure network and a secure e-mail
net server between classified and non-classified areas.
SIGNALS INTELLIGENCE SYSTEMS
----------------------------
o SIGNALS INTELLIGENCE (SIGINT). Communications Systems develops specialized
strategic and tactical SIGINT systems to detect, acquire, collect,
identify, locate, process, analyze and disseminate information derived
from electronic sources. This capability encompasses the total system
development process using commercial off-the-shelf (COTS) or customized
solutions including system studies, requirements definition, system
design, software and hardware development, systems engineering, design and
development of digital signal processing systems, integration and test,
production, site installation and test, training and integrated logistics
support. Communications Systems has developed more than three million
lines of Ada code to support these products. Communications Systems has
special expertise in channel processing, conventional signals analysis,
HF-DF systems and integrating collection and processing systems.
UNATTENDED GROUND SENSOR SYSTEMS
-------------------------------
o IMPROVED REMOTELY MONITORED BATTLEFIELD SENSOR SYSTEM (IREMBASS). An
unattended ground sensor system, IREMBASS uses sensors placed along likely
avenues of approach or intrusion to respond to seismic and acoustic
disturbances, infrared energy and magnetic field changes, and thus detect
enemy activities. Using sensor data fusion, the intruder is classified.
This information is incorporated into short, digital messages and
communicated by radio burst transmission. The sensors communicate with the
IREMBASS monitor-programmer, either directly or through repeaters.
Messages at the monitoring set, or an enhanced display capability through
a portable computer, are demodulated, decoded, displayed and recorded to
provide a time-phased record of intrusive activities.
o Intrusion Detection Early Warning System (IDEWS). In order to address the
need for a lightweight, low-cost intrusion detection system,
Communications Systems has developed IDEWS, a sensor system designed for
platoon-level physical security applications. Weighing less than two
pounds, this sensor is ideal for covert perimeter intrusion detection,
border protection and airfield or military installation security. It
operates on a 9-volt battery and incorporates field-proven detection and
classification algorithms.
MEDICAL ARCHIVE SYSTEMS
-----------------------
o GEMNET(TRADEMARK). Communications Systems and GE Medical Systems have
jointly developed GEMnet(Trademark), a cardiac image management and
archive system. GEMnet(Trademark) eliminates the use of cinefilm in a
cardiac catheterization
32
platoon-level physical security applications. Weighing less than two
pounds, this sensor is ideal for covert perimeter intrusion detection,
border protection and airfield or military installation security. It
operates on a 9-volt battery and incorporates field-proven detection and
classification algorithms.
MEDICAL ARCHIVE SYSTEMS
-----------------------
o GEMNET(TRADEMARK). Communications Systems and GE Medical Systems have
jointly developed GEMnet(Trademark), a cardiac image management and
archive system. GEMnet(Trademark) eliminates the use of cinefilm in a
cardiac catheterization laboratory by providing a direct digital
connection to the laboratory. The system provides for acquisition,
display, analysis and short-and long-term archive of cardiac patient
studies, providing significant cost savings and process improvements to
the hospital. GEMnet(Trademark) is a high-performance system that employs
advanced storage, wide asynchronous transfer mode (ATM) bandwidth,
networks and hierarchical file management strategies and technologies.
GEMnet(Trademark) is a scaleable, open architecture system conforming to
medical (DICOM), computer and communications standards, such as ATM. The
initial beta site at the Mayo Clinic, Rochester, MN, has been acquiring
cardiac images since March 1994. Production shipments began in mid-1996.
Communications Systems is working to expand the GEMnet(Trademark)
technology for use in related radiology market applications.
o ECHONET(TRADEMARK). EchoNet(Trademark) is a digital archive management and
review system specifically designed for the echocardiology profession. The
system accepts digital echo studies from a variety of currently available
ultrasound systems, manages the studies, making them available on a
network, and allows the physicians and technicians to become more
productive. The system offers users the benefits of network accessibility,
digital technology and massive archiving to a profession that has had to
rely, for years, on making critical diagnoses from analog video tape. The
system has been in use for more than one year at Duke University Medical
Center and has dramatically improved both productivity and quality of
care. The system uses commercially available hardware and software
components. The EchoNet(Trademark) system is currently being marketed
through Communications Systems and distributors.
o DICOMVIEW(TRADEMARK). DICOMView(Trademark) is a multimodal, low-cost
viewing station based on standard Macintosh and Pentium PC platforms. It
makes full motion, full fidelity diagnostic images accessible for the
cardiologist, surgeon and referring physician. Single frames or loops can
be saved in standard formats. DICOMView(Trademark) frees digital
angiography from closed, proprietary, high-cost systems. It is compatible
with all DICOM compliant data sources, implementing the DICOM standards
for angiographic image exchange on both CD-ROM disks and over computer
networks. The networked system capability allows studies to be reviewed
anywhere in the institution. Images can also be reviewed simultaneously in
different locations.
33
LOCKHEED XXXXXX PRODUCTS GROUP
0000 XXXXXX XXXXXX
XXX XXXXX, XX 00000
PRODUCT PROFILES
DISPLAY SYSTEMS
---------------
O E-2C HAWKEYE ENHANCED MAIN DISPLAY UNIT (EMDU). A ruggedized, full-color
beam index CRT cockpit display for the E-2C Hawkeye aircraft.
O F-14 PROGRAMMABLE TACTICAL INFORMATION DISPLAY (PTID). A ruggedized 8" x
8" monochrome CRT cockpit display for the U.S. Navy's F-14.
O V-22 COCKPIT MULTIFUNCTION DISPLAYS/DISPLAY PROCESSORS. A ruggedized,
full-color beam index CRT display for the V-22 tiltrotor aircraft.
O E-2C Q-70 ADVANCED DISPLAY SYSTEM. A ruggedized, full-color active matrix
LCD workstation providing a 10" x 12.5" viewable area and commercial
off-the-shelf (COTS) open architecture.
O ACTIVIEW ACTIVE MATRIX (AMLCD) FLAT PANEL DISPLAYS. For avionics
applications, the company's Actiview line provides practical solutions to
meet various systems architectures and aircraft installation requirements.
In addition to offering screen sizes up to 16.1" diagonal, the largest
currently available, each may be acquired as a stand-alone monitor or as
integrated "Smart" display. Features include embedded graphics generation,
sensor video processing, multiple line rate video inputs and a full
complement of interfaces. Development of a 20" diagonal AMLCD is underway,
and will be available for military applications in the near term.
ADVANCED RECORDERS
------------------
O GOVERNMENT PROGRAMS. Solid-State Flight Data Recorders (SSFDR) and
Solid-State Cockpit Voice Recorders (SSCVR) are offered as standard
equipment on the Lockheed Xxxxxx C-130J. For the Royal Australian Air
Force (RAAF), Advanced Recorders was selected to retofit all RAAF
non-combat aircraft with SSCVRs and some SSFDRs.
Use or disclosure of this data is subject to the restrictions noted on the
title page.
19
O COMMERCIAL RECORDER PRODUCTS.
MODEL F1000 SSFDR. Federal Aviation Administration (FAA)-certified 1990.
More than 4,000 in service
MODEL A100S SSCVR. FAA-certified 1992. Thirty-minute recording
MODEL A200S SSCVR. FAA-certified 1995. World's first fully certified by
both FAA and various international agencies. Up to two hours of recording.
Next generation combined Cockpit Voice and Flight Data Recorder Code named
"Scimitar."
CONIC
-----
O SPACE PRODUCTS. High reliability telemetry, tracking and command STDN and
SGLStransponders, which feature high data rate QPSK and BPSK transmitters,
PM transmitters and NSA encryption/decryption modules.
O RANGE INSTRUMENTATION. 135-950 MHz transceivers, transmitters, receivers
and PAs that provide low cost, miniaturized, energy-efficient data links
for mobile and low power instrumentation packages. Range encryption
products include a standard encryption module for the REM program.
Products also include digital network communications subsystems (DCNS) and
CRI series transceivers.
O TRANSMITTERS/AMPLIFIERS. These products feature single frequency or
synthesized telemetry, video and command transmitters and amplifiers used
for the following applications: missile performance evaluation and failure
analysis, pulse and video data from surface exploration vehicles, manned
aircraft evaluation data, RPV command and video transmission, computer
data terminal transmission (air link) and ocean buoy surface-to-satellite
transmission.
O RECEIVERS. Receivers/decoders, airborne command receivers/decoders,
airborne telemetry & video receivers, all used for flight termination.
O ENCODERS/VIDEO COMPRESSION/ENCRYPTION. Data acquisition products including
XXX and PCM encoders (PCM-600), PCM decoders, video compression (VCS-600),
flight termination controllers, embedded encryption and signal
distribution.
O MICROWAVE PRODUCTS. Transportable, tunable, microwave radios that feature
rugged, modularized systems capable of data rates up to 45 Mb/s.
Frequencies are tunable in RF bands from 1.7 gHz to 19.7 gHz with simple
plug-in RFheads. Optional plug-in baseband modules easily convert mission
traffic to video with subcarriers or FDM operation. The radios are encased
in portable, all-weather outdoor housing for use in restoration and
temporary service and military tactical communications. The company
provides high capacity microwave radio systems.
Use or disclosure of this data is subject to the restrictions noted on the
title page.
20
capable of mission traffic of up to 155 Mb/s SDH/SONET data rates. These
radios are also tunable, portable and available in various RF frequency bands
provided in an all-weather outdoor housing for temporary and restoration
service. Optional modems provide a wide variety of interface capability
including fiber optic interface at 155 MB STM-1.
HF COMMUNICATIONS. The AN/PRC-130(PC) 2-30 MHz HFmanpack transceiver radio
system features optional frequency hopping, voice encryption or ALE modules.
Accessories include a 125 watt power amplifier used for vehicular or base
station configuration, numerous antenna, battery and mounting options. The
AN/PRC-132 1.6-50 MHz HF/VHF Special Operations Forces (SOF) radio
transceiver system is capable of 50 xxxxx output power in a very small,
submersible package. It is available with a wide variety of antenna, battery
and mounting options. The SC160 1.6-30 MHz HFmanpack transceiver radio system
with digital signal processing features built-in voice encryption, frequency
hopping and ALE options. A liquid crystal display (LCD) readout with
alphanumeric keypad offers enhanced operational capability with improved
performance. The AN/PRC-132 utilizes standard battery, antenna and mounting
accessories.
MICROCOM
--------
O TRANSMITTERS AND POWER AMPLIFIERS feature general applications for 100 mw
to 20 w VHF, XXX "L," "S" and "C" bands, fixed or agile applications with
FM, PM, FSK or BPSK modulation. Ballistic and tactical applications 100 mw
to 5w, 1,435 to 1,540 MHz, 2,200 to 2,400 MHz with also featuring FM and
PM modulation. Digital products include PCM encoders with IRIG-based
formats with 15 Mb/s capability, PC programmable, signal conditioning
inventory. Analog products include frequency division multiplexers, time
division multiplexers, custom signal conditioners and filters. Microcom is
known for expertise in airborne telemetry and video design with full
integration from sensor to antenna. Its specialties also include
system/link analysis, transducer selection, signal conditioning, data
video compression, power supply and multiplexing design, battery sizing
and packaging.
O DATA ACQUISITION --The Microdas-1000 products feature a distributed data
acquisition system, which is a completely integrated system from
transducer inputs to PCM out. It contains fully programmable GUI-based
set-up software, digital signal processing (DSP), 10 Mb/s throughput with
extensive library of signal conditioning and data bus monitors.
O SECURE PRODUCTS --Classified encryption support packages compatible with
KG-66, KGV compatible decryptors, secure video compression systems and
video ground stations.
Use or disclosure of this data is subject to the restrictions noted on the
title page.
21
O RANGE INSTRUMENTATION -- Transponders/data links for T&E and training
ranges providing position location and data transmission for praticipants:
ships, helicopters, aircraft and targets.
TELEMETRY & INSTRUMENTATION
---------------------------
O SYSTEM 500. Designed for a full range of high-performance data acquisition
applications, the System 500 is a distributed system with complete
capabilities for real-time data acquisition, processing, distribution,
control, display, analysis and archival. More than 500 systems have been
fielded worldwide to support such key telemetry programs as PAC-3 missile
test and development and XxXxxxxxx Xxxxxxx F/A-18 CD Hornet flight test. A
powerful avionics system, the System 500, was recently selected by
Northrop Grumman as the avionics instrumentation system for its
next-generation electronic warfare system. The System 500 is also a
leading telemetry tracking and control system with equipment used at the
National Test Facility for satellite commanding and monitoring and at the
Xxxxxxx Space Center for shuttle communications. Upon completion of the
International Space Station, the 500 will also be deployed as part of a
payload data services system at Xxxxxxxx Space Flight Center to process
experiment data from the station and distribute it to scientists on the
ground.
O O/S90. With major installations at Hill and Xxxxxxx Air Force Bases, the
Open System 90 (O/S90) is a high-performance real-time data acquisition
system widely fielded for the military test range community. Under a major
contract with Lockheed Xxxxxx Aeronautical Systems, Telemetry &
Instrumentation will deliver six O/S90 systems to support F-22 flight test
activities from development through the F-22's first flight, slated for
spring 1997 at Xxxxxxx Air Force Base. The O/S90 is also an integral part
of ground support equipment for Titan 4 launches at both eastern and
western ranges.
O VISUAL TEST SYSTEM(TRADEMARK) (VTS). VTS is a multi-stream Windows-based
data acquisition system that supports simultaneous real-time data
acquisition, processing, display, analysis and archiving in a true
network-based environment. Ten networked VTS systems have been installed
at the Andoya Rocket Range near the Arctic Circle to receive and process
telemetry data from science probes launched into the Northern Lights. The
networked VTS systems allow multiple scientists to analyze real-time data
remotely.
O UNIVERSAL SIGNAL CONDITIONING AMPLIFIER. In partnership with NASA and the
Florida Technological Research and Development Authority, Telemetry &
Instrumentation has developed a universal signal conditioning amplifier
(USCA) that for the first time allows test engineers to reset shuttle
sensor parameters from a single master station without having to manually
reset thousands of parameters. This capability is expected to save NASA
20,000 man-hours per year. Heralded as a breakthrough in signal
conditioning technology, Telemetry &
Use or disclosure of this data is subject to the restrictions noted on the
title page.
22
Instrumentation is marketing the USCA commercially for such application areas
as launch system checkout and test, wind tunnels, engine test stands, oil
well logging and other areas where real-time data acquisition is critical.
RANDTRON
--------
O TOTAL RADIATION APERTURE CONTROL-ANTENNA (TRAC-A). This airborne antenna
consists of a 24-foot rotating aerodynamic oblate spheroid radome
containing a UHF surveillance radar antenna, IFF antenna and forward and
aft auxiliary antennas. The TRAC-A provides extremely low sidelobes to
reduce clutter and jammer threats. This antenna began production in the
early 1980s; production is planned beyond 2000 for the E-2C, P-3 and C-130
AEW aircraft.
O ADAPTIVE DETECTION SYSTEMS (ADS). This next-generation AEW antenna is in
development with an early version located at the Pacific Missile Range
facility. The capabilities of the ADS antenna include ultra low sidelobes,
jammer nulling, electronic and mechanical scanning.
O STEALTH ANTENNAS. Technology evolved during development of leading-edge
antennas for the A-12 program, after which Randtron won B-2 interferometer
arrays. The company is a leader in antenna stealth technology and is
currently applying this technology to other programs.
O ANTENNAS. Randtron supplies antennas for the E/J band radar warning
system, the C/D direction finding and omni for the ALR-69 and ALR-74
threat analyzer. Randtron has delivered approximately 2,000 aircraft sets
of antennas with backlog through 1999.
O PRECISION DIRECTION FINDING INTERFEROMETERS. In addition to
stealth-related interferometers, Randtron is currently developing arrays
for the F/A-18 Targeting Avionics System (TAS) pylon, Raytheon's submarine
mast head program and F-15 Suppression of Enemy Air Defenses program.
O SINUOUS ANTENNAS. Randtron has developed a common aperture element that is
capable of simultaneously receiving or transmitting signals of any two
orthogonal polarizations. Currently in production for Canadian C-130s,
German Tornado aircraft and Israeli F-15 aircraft, the sinuous antenna is
a potential replacement for existing spirals on various aircraft,
including the F-4, F-15 and F-16.
O COOPERATIVE ENGAGEMENT CAPABILITY. Randtron is currently developing a very
low-profile 54-inch-diameter end-fire array. This array will be used on
the E-2C, AWACS and P-3 aircraft.
Use or disclosure of this data is subject to the restrictions noted on the
title page.
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MICROWAVE-XXXXX EAST
--------------------
o WIRELESS COMPONENTS, NETWORKS AND INSTRUMENTS. Exclusive Xxxxx products
are meeting the wireless industry's needs with key products for cellular,
ESMR, SMR, PCS and paging applications. These products include
communication antenna test sets (CATS) that provide the complete solution
to cell site antenna monitoring and power measurement;
CellGuard(Trademark) Power/VSWR Monitors - precise in-line instruments
for monitoring transmitter antennas; and state-of-the-art dual receiver
multicouplers and hybrid Tx combiners and combining networks.
o STANDARD CATALOG PRODUCTS. The majority of Xxxxx products are standard,
stocked, catalog units. The company maintains a high-technology, total
quality environment in its 150,000 square foot state-of-the-art
manufacturing plant that supports the large volume production and
off-the-shelf availability customers require. Publisher of the world's most
comprehensive microwave component catalog, Xxxxx products are resident on
every major military microwave system. They are supplied to customers
throughout the world in fifteen product categories: wireless products,
electromechanical switches, power dividers and hybrids, couplers/detectors,
attenuators, terminations and phase shifters, isolators and circulators,
adapters, control products, sources, mixers, waveguide components, radio
frequency (RF) safety products, power meters/monitors and custom passive
products. The current 368 page, full-line catalog provides technical
overviews and product specifications.
o ELECTROMECHANICAL SWITCHES. Xxxxx has brought its most popular custom
switches into the mainstream by making them standard, stocked catalog
products that are available off-the-shelf. With more than thirty distinct
models from SP2T to SP6T and transfer, Xxxxx SEM switches address
application in ATE, satellite communications, wireless communications,
avionics, military and commercial test equipment. Custom switches (from
SP2T to SP6T and transfer) in four activation modes, matrix switches and
custom assemblies complete the product line. The current 108-page catalog
covers all specifications and capabilities.
o RF RADIATION SAFETY PRODUCTS. Ninety-five percent of the patents relating
to the detection of RF radiation are held by Xxxxx non-ionizing radiation
safety equipment. A recognized industry leader, Xxxxx offers seminars and
in-house training programs to enable companies to evaluate potential
sources of non-ionizing radiation and set up safety programs. Xxxxx RF
safety products are designed to comply with government and industry
standards. They include revolutionary microprocessor survey meters (models
8712 and 8718), Nardalert(Registered Trademark) Personal Monitors,
SMARTS(Trademark) Area Monitors, induced and contact current products and
microwave oven survey systems. The company's 100-page catalog covers the
complete Xxxxx RFsafety product line.
Use or disclosure of this data is subject to the restrictions noted on the
title page
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MICROWAVE-XXXXX XXXX
--------------------
o FILTER PRODUCTS. This product line consists of bandpass, band reject, high
pass and low pass discrete and multiplexed filter designs. These filters
utilize combline, cavity, interdigital, suspended substrate, dielectric
resonator and waveguide manufacturing technologies to meet the performance
requirements. The applications for these products include receiver
pre-selection and transmitter bandpass filtering for telemetry,
communication, surveillance, countermeasure, instrumentation, wireless and
radar equipment that is used in ground, sea and air platform environments.
o FERRITE PRODUCTS. Xxxxx Xxxx manufactures a complete line of isolators
and circulators that are offered in coaxial and drop-in package designs
with frequencies ranging from 400 mHz - 26.5 GHz for military, cellular,
space and commercial applications. These devices are designed to have low
insertion loss and high isolation. They are ideal for system VSWR matching
and reflected power protection, as well as a variety of other
applications. Traditionally a major supplier to the military marketplace,
Xxxxx Xxxx has recently focused on the cellular market with much success
in AMPS, NAMPS, GSM (North American and European), CDMA, TDMA and PCS. A
wide range of commercial and cellular ferrite products are available as
catalog items.
o INTEGRATED SUBASSEMBLIES. This product line includes microwave integrated
assemblies opearating from 500 MHz to 18 GHz, coupled filters, dual channel
pre-amplifier filters, switch filter assemblies, multichannel pre-selectors,
integrated down converters, band pass/low pass filter assemblies,
quadraplexer filter assemblies, equalized diplexers and filter adapter
assemblies.
o VSAT PRODUCTS. The Xxxxx Xxxx VSAT 8000 Series transceiver products are
specifically designed for high linearity single-carrier and multi-carrier
VSAT applications where maximum performance and reliability are mandatory.
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HYCOR
-----
o MK 214 & MK 216 SEA GNAT RF DECOY. The MK 214 & MK 216 Sea Gnat Decoys are
the seduction and distraction decoys used by the U.S. Navy and NATO for
ship-defense against radar-guided threats. The MK 214 is mortar-launched,
while the MK 216 is rocket-launched, from the MK 36 Decoy Launch System
(DLS). Current production contracts call for the procurement, fabrication
and assembly of more than 20,000 countermeasure cartridges. Total
production to date has exceeded 120,000 countermeasure cartridges for the
MK 36 DLS.
o LAUNCH OF EXPENDABLE ACOUSTIC DEVICES (LEADS). LEADS, a joint
U.S./U.K.-sponsored program, is intended to provide surface fleets with
urgently needed defense capability against acoustic torpedoes, while
operating in littoral areas in support of regional conflicts and forward
presence missions. This engineering and manufacturing development program
is addressing the adaptation of the MK 36 launchers to allow deployment of
mortar -and rocket-dispensed acoustic decoys for torpedo defense.
o AUTOMATIC LAUNCH OF EXPENDABLES (ALEX). ALEX is a completely automated
ship-defense launch system developed by Lockheed Xxxxxx Hycor and sold
throughout the world. ALEX includes a central processor that takes threat
information from the ship's warning system and speed, direction and wind
conditions from the ship's navigation system and initiates the optimum
countermeasure response and/or maneuver based on the decoy load-out
inventory. A broad family of proprietary countermeasures tailored
specifically to the customers threat requirements are produced to support
the ALEX system. Tactics development software, training and maintenance
support are also provided.
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