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AMENDMENT NO. 1
Dated as of April 11, 1997
to
TRANSACTION AGREEMENT
Dated as of March 28, 1997
By and Among
LOCKHEED XXXXXX CORPORATION
XXXXXX BROTHERS CAPITAL PARTNERS III, L.P.
XXXXX X. XXXXX
XXXXXX X. XXXXXXX
and
L-3 COMMUNICATIONS HOLDINGS, INC.
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AMENDMENT NO. 1 TO TRANSACTION AGREEMENT
This Amendment No. 1 to Transaction Agreement (the "Amendment") is made
as of the 11th day of April, 1997, by and among Lockheed Xxxxxx Corporation,
a Maryland corporation ("Lockheed Xxxxxx"), Xxxxxx Brothers Capital Partners
III, L.P., a Delaware limited partnership ("Xxxxxx"), Xxxxx X. Xxxxx
("Xxxxx"), Xxxxxx X. XxXxxxx ("XxXxxxx"; and together with Xxxxx, the
"Individual Purchasers") and L-3 Communications Holdings, Inc., a Delaware
corporation ("Newco"). For purposes of this Amendment, Xxxxxx, Xxxxx and
XxXxxxx each are individually referred to as a "Purchaser" and collectively
referred to as the "Purchasers."
W I T N E S S E T H:
WHEREAS, Lockheed Xxxxxx, in its own right and through certain of its
direct and indirect Subsidiaries is engaged in the Business;
WHEREAS, Lockheed Xxxxxx and the Purchasers, upon the terms and subject
to the conditions of the Agreement have agreed to the formation and
organization of Newco;
WHEREAS, upon the terms and subject to the conditions of the Agreement,
Lockheed Xxxxxx has agreed to transfer, or to cause the Affiliated
Transferors to transfer, substantially all of the assets held or owned by, or
used to conduct, the Business and to assign certain liabilities associated
with the Business to Newco, and Newco has agreed to receive such assets and
assume such liabilities; and
WHEREAS, Lockheed Xxxxxx, Newco and the Purchasers desire to amend the
Agreement in accordance with the terms of this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties contained herein, the parties agree as follows:
Section 1. Capitalized terms used but not defined herein have the
meanings given to them in the Transaction Agreement dated as of March 28,
1997, by and among Lockheed Xxxxxx, Newco and the Purchasers.
Section 2. Section 15.13(a) of the Agreement is amended by deleting
the reference to "April 14, 1997" in the second sentence of Section 15.13(a)
and inserting in its place and stead "April 17, 1997."
Section 3. Section 15.13(c) of the Agreement is amended by deleting
the references to "April 11, 1997" in each of the last two sentences of
Section 15.13(c) and inserting in its place and stead "April 18, 1997."
IN WITNESS WHEREOF, the parties hereto caused this Amendment to be duly
executed by their respective authorized officers on the day and year first
above written.
WITNESS: LOCKHEED XXXXXX CORPORATION
____________________________ By:________________________________
Name:
Title:
XXXXXX BROTHERS CAPITAL
PARTNERS III, L.P.
By: XXXXXX BROTHERS HOLDINGS INC.,
its General Partner
____________________________ By:___________________________
Name:
Title:
XXXXX X. XXXXX
____________________________ ___________________________________
XXXXXX X. XXXXXXX
____________________________ ___________________________________
L-3 COMMUNICATIONS HOLDINGS, INC.
____________________________ By:________________________________
Name:
Title:
