Exhibit 10.63
SUPPLEMENTAL INDENTURE TO BE DELIVERED
BY GUARANTEEING SUBSIDIARIES
Supplemental Indenture (this "Supplemental Indenture"), dated as of
November 1, 2005, 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 whatsoever
and covenants that its Subsidiary Guarantee made
pursuant
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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.
(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
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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 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
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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.
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
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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: November 1, 2005 L-3 COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Senior Vice President, Secretary
and General Counsel
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Dated: November 1, 2005 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
INTERNATIONAL SYSTEMS, LLC, a California
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 VERTEX AEROSPACE LLC, a
Delaware limited liability company
L-3 COMMUNICATIONS AIS GP CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS
TECHNOLOGY, INC., a Florida 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 ELECTRON TECHNOLOGIES, INC., a
Delaware corporation
L-3 COMMUNICATIONS EO/IR, INC., a Florida
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
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X-0 XXXXXXXXXXXXXX XXXXXX-XXXXXX, XXX., x Xxx
Xxxxxx corporation
L-3 COMMUNICATIONS SECURITY AND DETECTION
SYSTEMS, INC., a Delaware corporation
L-3 COMMUNICATIONS SONOMA EO, INC., a California
corporation
L-3 COMMUNICATIONS TITAN CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION
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
PROCOM SERVICES, INC., a California corporation
SHELLCO, 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
TITAN SCAN TECHNOLOGIES CORPORATION, a Delaware
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
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Dated: November 1, 0000 XXX XXXX XX XXX XXXX,
as Trustee
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
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NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO SUBSIDIARY GUARANTEE
Pursuant to the Supplemental Indenture (the "Supplemental
Indenture") dated as of November 1, 2005 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.
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Dated: November 1, 2005 APCOM, INC.
BROADCAST SPORTS INC.
D.P. ASSOCIATES INC.
ELECTRODYNAMICS, INC.
XXXXXXXX INC.
HYGIENETICS ENVIRONMENTAL SERVICES, INC.
INTELLIGENCE DATA SYSTEMS, INC.
INTERNATIONAL SYSTEMS, LLC
INTERSTATE ELECTRONICS CORPORATION
KDI PRECISION PRODUCTS, INC.
L-3 COMMUNICATIONS AEROMET, INC.
L-3 COMMUNICATIONS VERTEX AEROSPACE LLC
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS
TECHNOLOGY, INC.
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.
L-3 COMMUNICATIONS AVISYS CORPORATION
L-3 COMMUNICATIONS CSI, INC.
L-3 COMMUNICATIONS AYDIN CORPORATION
L-3 COMMUNICATIONS CE HOLDINGS, INC.
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS
CORPORATION
L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC.
L-3 COMMUNICATIONS EO/IR, 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 TITAN CORPORATION
L-3 COMMUNICATIONS SECURITY AND DETECTION
SYSTEMS, INC.
L-3 COMMUNICATIONS SONOMA EO, INC.
L-3 COMMUNICATIONS VECTOR INTERNATIONAL
AVIATION 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.
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POWER PARAGON, INC.
PROCOM SERVICES, INC.
SHELLCO, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR INC.
SYCOLEMAN CORPORATION
TITAN FACILITIES, INC.
TITAN SCAN TECHNOLOGIES CORPORATION
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
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