FINAL EXECUTION COPY
EXHIBIT 10.47
L-3 COMMUNICATIONS CORPORATION
CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT
This CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THE
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT (this "AMENDMENT") is dated
as of February 25, 2003 and entered into by and among L-3 COMMUNICATIONS
CORPORATION, a Delaware corporation (the "BORROWER") which is wholly owned by
L-3 COMMUNICATIONS HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), the
Lenders party to the Credit Agreement referred to below on the date hereof (the
"LENDERS"), BANK OF AMERICA, N.A., ("BOA"), as administrative agent for the
Agents (as defined below) and the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"), XXXXXX COMMERCIAL PAPER, INC. ("LCPI") as syndication agent and
documentation agent (in such capacity, the "SYNDICATION AGENT" and the
"DOCUMENTATION AGENT") and certain financial institutions named as co-agents.
All capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement (as defined below).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders, the Syndication Agent, the
Documentation Agent, the Administrative Agent and certain other parties have
entered into the Second Amended and Restated 364 Day Credit Agreement dated as
of May 16, 2001 (as amended, supplemented, restated or otherwise modified from
time to time, the "CREDIT AGREEMENT");
WHEREAS, the Borrower desires that the Lenders consent to an
extension of the Revolving 364 Day Termination Date and provide a limited waiver
of compliance with certain provisions in Sections 2.5(a) and 2.17 of the Credit
Agreement; and
WHEREAS, the Borrower has requested that certain waivers and
amendments be made with respect to the Credit Agreement and certain of the other
Credit Documents.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. CONSENTS AND WAIVERS.
1.1 Extension of Revolving 364 Day Termination Date. Xxxxxxxx has
requested that each Lender consent to the extension of the Revolving 364 Day
Termination Date for an additional 364 day period commencing on the "Extension
Effective Date" (as defined below) (the
"REQUESTED EXTENSION"). The Borrower has also requested that each Lender waive
the requirements in subsection 2.5(a) of the Credit Agreement that (i) the
Borrower's request for the proposed Requested Extension be made no earlier than
60 days and no later than 55 days prior to the scheduled Revolving 364 Day
Termination Date (the "NOTICE LIMITATION"), (ii) each Lender shall advise the
Administrative Agent and the Borrower whether such Lender consents to the
Requested Extension not later than 30 days after receipt of notice of the
proposed Requested Extension (the "RESPONSE PERIOD") and (iii) the Borrower
provide the Administrative Agent with no less than 5 days' prior written notice
(the "FIVE DAY PERIOD") of the Borrower's election to exercise the Extension
Option with only those Lenders constituting Extending Lenders in accordance with
subsection 2.5(a) of the Credit Agreement (the "EXERCISE NOTICE"). In addition,
the Borrower has been advised by certain Xxxxxx(s) (each a "NONCONSENTING
LENDER") that such Nonconsenting Lender(s) do not desire to consent to the
Requested Extension. Solely in connection with the Requested Extension, Borrower
requests that the 5 Business Day prior notice requirement for replacing such a
Nonconsenting Lender in subsection 2.17 of the Credit Agreement be waived (the
"NONCONSENTING LENDER NOTICE PERIOD"). Subject to the satisfaction of the
conditions precedent to this Amendment set forth in Section 5 hereof, each
Lender executing this Amendment hereby (i) consents to the Requested Extension
and agrees to waive the Notice Limitation, the Response Period and the
Nonconsenting Lender Notice Period solely with respect to the Requested
Extension and (ii) waives the delivery of the Exercise Notice in the Five Day
Period, provided that such Exercise Notice shall be delivered to the
Administrative Agent on or prior to the Extension Effective Date.
1.2 Consent to Extension of Time for Compliance with Section 6.10
Obligations. Borrower hereby advises the Lenders that Xxxxxxxx has acquired each
of the entities described on Annex 1.2 hereof (the "ADDITIONAL ENTITIES") and
may not be successful in completing compliance with the terms of Section 6.10 of
the Credit Agreement for each of the Additional Entities prior to the Extension
Effective Date. Borrower hereby requests that the Required Lenders consent to
extend until March 25, 2003 the date for Borrower's compliance with Section 6.10
regarding the Additional Entities (the "SECTION 6.10 CONSENT"). Subject to the
satisfaction of the conditions precedent to this Amendment set forth in Section
5 hereof, each Lender executing this Amendment hereby consents to the Section
6.10 Consent and waives the effect of any noncompliance with Section 6.10
arising prior to Extension Effective Date with respect to the Additional
Entities.
1.3 Rollover Fee. Subject to the occurrence of the Extension
Effective Date, the Borrower hereby agrees to pay to each Lender consenting to
the Requested Extension and the waiver of the Notice Limitation (each such
Lender, a "CONSENTING LENDER") a non-refundable fee (the "ROLLOVER FEE") in the
amount set forth in that certain fee letter pertaining to this Amendment on that
portion of such Consenting Lender's Commitment which is subject to the Requested
Extension (but shall not include any portion of any Commitment purchased and
assumed by such Lender under Section 2 of this Amendment on which such Lender is
receiving a New Money Fee pursuant to subsection 1.4 below). The Rollover Fee
owing to each Consenting Lender shall be paid in immediately available funds by
the Borrower to the Administrative Agent for the benefit of such Consenting
Lenders not later than noon (New York time) on the first Business Day following
the occurrence of the Extension Effective Date.
2
1.4 New Money Fee. Subject to the occurrence of the Extension
Effective Date, the Borrower hereby agrees to pay to each Supplemental Lender
(as defined in Section 2 below) and Consenting Lender purchasing and assuming
any Commitments of any Nonconsenting Lender(s) and/or Consenting Lenders
pursuant to Section 2 of this Amendment a new money fee (the "NEW MONEY FEE") in
the amount set forth in that certain fee letter pertaining to this Amendment,
which New Money Fee will be based and payable on the Commitments purchased and
assumed by such Supplemental Lender and/or Consenting Lender pursuant to Section
2 of this Amendment.
SECTION 2. EXTENSION EFFECTIVE DATE ASSIGNMENTS.
2.1 On and as of the Extension Effective Date, each Nonconsenting
Lender, Consenting Lender and party signing this Amendment as a Lender which,
prior to the Extension Effective Date, was not a Lender under the Credit
Agreement (each such new Lender, a "SUPPLEMENTAL LENDER") shall sell, assign and
transfer, or purchase and assume, as the case may be, such interests in the
Commitments and the Loan Exposure of the Nonconsenting Lenders and Consenting
Lenders immediately prior to the Extension Effective Date, as shall be necessary
in order that, after giving effect to all such assignments and purchases, the
Commitments and the Loan Exposure will be held by the Consenting Lenders and the
Supplemental Lender(s) as set forth in Schedule I to this Amendment. Each
Consenting Lender and Supplemental Lender purchasing interests of any type under
this Section shall be deemed to have purchased such interests from each
Nonconsenting Lender and Consenting Lender selling interests of such type
ratably in accordance with the amounts of such interests sold by such
Nonconsenting Lenders and Consenting Lenders. The assignments and purchases
provided for in this Section shall be without recourse, warranty or
representation, except that each Nonconsenting Lender and Consenting Lender
assigning any interests shall be deemed to have represented that it is the legal
and beneficial owner of the interests assigned by it and that such interests are
free and clear of any adverse claim, and the purchase price for each such
assignment and purchase shall equal the principal amount of the Loans purchased.
All accrued but unpaid interest and fees due and owing thereon through but not
including the Extension Effective Date shall be paid to such Nonconsenting
Lender by Borrower on or as of the Extension Effective Date. On the Extension
Effective Date, the Nonconsenting Lenders shall cease to be parties to the
Credit Agreement and shall be released from all further obligations thereunder
and shall have no further rights to or interest in any of the Collateral (as
defined in the Credit Agreement); provided, however, that the Nonconsenting
Lenders shall continue to be entitled to the benefits of Sections 2.14, 2.15,
2.16, 9.7, 10.5 and 10.16 of the Credit Agreement as in effect immediately prior
to the Extension Effective Date.
2.2 On the Extension Effective Date, (i) each Consenting Lender
and Supplemental Lender that is purchasing interests in the Loan Exposure and
Commitments pursuant to subsection 2.1 above shall pay the purchase price for
the interests purchased by it pursuant to such subsection 2.1 by wire transfer
of immediately available funds to the Administrative Agent not later than 1:00
p.m. (New York time), and (ii) the Administrative Agent shall pay to each
Nonconsenting Lender and Consenting Lender that is assigning interests in Loan
Exposure and Commitments pursuant to subsection 2.1 above, out of the amounts
received by the Administrative Agent from each Consenting Lender and
Supplemental Lender pursuant to clause (i) of this subsection 2.2, the purchase
price for the interests assigned by it pursuant to such
3
subsection 2.1 by wire transfer of immediately available funds not later than
3:00 p.m. (New York time).
2.3 Each of the parties hereto hereby consents to the assignments
and purchases provided for in subsections 2.1 and 2.2 above and effective upon
the Extension Effective Date agrees that (i) each Consenting Lender and
Supplemental Lender that is purchasing or accepting interests in the Commitments
and the Loan Exposure pursuant to subsection 2.1 above are assignees of the
Nonconsenting Lenders and certain Consenting Lenders permitted under Section
10.6 of the Credit Agreement, (ii) each Supplemental Lender shall be a party to
the Credit Agreement, (iii) each Consenting Lender and Supplemental Lender shall
have all the rights and obligations of a Lender under the Credit Agreement and
the other Credit Documents with respect to the interests purchased by it
pursuant to such subsections. If requested by any Consenting Lender or
Supplemental Lender, the Borrower shall execute and deliver to such Lender (and
deliver a copy thereof to the Administrative Agent) one or more promissory notes
evidencing the Loans and Commitments of such Lender in accordance with
subsection 2.5(i) of the Credit Agreement.
2.4 Each Supplemental Lender (a) represents and warrants that it
is legally authorized to enter into this Amendment; (b) confirms that it has
received a copy of the Credit Agreement together with copies of the financial
statements delivered pursuant to Section 4.1 of the Credit Agreement and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Amendment; (c) agrees that it
will, independently and without reliance upon any Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement, the other Credit Documents or any other instrument
or document furnished pursuant hereto or thereto; (d) appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreement, the other Credit
Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto; and (e) agrees that it will
be bound by the provisions of the Credit Agreement and will perform in
accordance with its terms all the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender including, if it is
organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to clause (b) of subsection 2.15 of the Credit Agreement.
SECTION 3. AMENDMENTS TO CREDIT AGREEMENT. Subject to the
satisfaction of each of the conditions to effectiveness set forth in Section 6
of this Amendment, Borrower and the Required Lenders hereby agree to amend the
Credit Agreement as follows:
3.1 The fifth sentence in Section 4.12 of the Credit Agreement is
hereby amended and restated to read as follows:
"As of the last annual valuation date prior to the date on
which this representation is made or deemed made, the actuarial
present value of all accumulated benefit obligations under the Single
Employer Plans taken as a whole did not exceed the fair market value
of the assets available for benefits under such Plans by an amount
4
which would be reasonably likely to result in a Material Adverse
Effect (with all valuations determined in accordance with Statement of
Financial Accounting Standards No. 87)."
3.2 Section 6.10 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"6.10 Additional Collateral.
(a) With respect to any Capital Stock of any newly created or
acquired Subsidiary or any newly issued Capital Stock of any existing
Subsidiary acquired after the Original Closing Date by the Borrower or
any of its Subsidiaries that is intended to be subject to the Lien
created by any of the Pledge Agreements but which is not so subject,
promptly (and in any event within 30 days after the acquisition
thereof): (i) execute and deliver to the Administrative Agent such
amendments to the relevant Pledge Agreements or such other documents
as the Administrative Agent shall deem necessary or advisable to grant
to the Administrative Agent, for the benefit of the Lenders, a Lien on
such Capital Stock, (ii) take all actions necessary or advisable to
cause such Lien to be duly perfected in accordance with all applicable
Requirements of Law, including delivering all such original
certificates evidencing such Capital Stock to the Administrative Agent
together with undated stock powers executed in blank therefor, and
(iii) if requested by the Administrative Agent or the Required
Xxxxxxx, deliver to the Administrative Agent legal opinions relating
to the matters described in clauses (i) and (ii) immediately
preceding, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.
Notwithstanding the foregoing, neither the Borrower nor any of its
Subsidiaries shall be required to grant to the Administrative Agent a
Lien upon the Capital Stock of any Immaterial Subsidiary; provided
that if an Immaterial Subsidiary ceases to be an Immaterial
Subsidiary, Borrower or the applicable Subsidiary, as the case may be,
shall within thirty (30) days of such event comply with the foregoing
requirements."
(b) With respect to any Person that, subsequent to the
Original Closing Date, becomes a direct or indirect Subsidiary of the
Borrower, promptly (and in any event within 30 days after such Person
becomes a Subsidiary): (i) cause such new Subsidiary to become a party
to the Subsidiary Guarantee and, to the extent such Subsidiary holds
any Capital Stock of any Subsidiary that is not an Immaterial
Subsidiary, to the Subsidiary Pledge Agreement and (ii) if requested
by the Administrative Agent or the Required Lenders, deliver to the
Administrative Agent legal opinions relating to the matters described
in clause (i) immediately preceding, which opinions shall be in form
and substance, and from counsel, reasonably satisfactory to the
Administrative Agent. Notwithstanding the foregoing, no Immaterial
Subsidiary, Foreign Subsidiary or TCAS Subsidiary (except as provided
below) of the Borrower or its Subsidiaries shall be required to
execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no
more than 65% of the total combined voting power of the Capital Stock
of or equity interests in (A) any direct or indirect Foreign
Subsidiary of the Borrower or (B) any direct or indirect Subsidiary of
the Borrower if more than 65% of the assets of such Subsidiary are
securities of foreign companies (such determination to be made on the
5
basis of fair market value), and no Subsidiary of any Person described
in clause (A) or (B), shall be required to be pledged hereunder;
provided, that if, after the consummation of any sale of a portion of
Capital Stock of the TCAS Subsidiary, the TCAS Subsidiary thereafter
becomes a Wholly Owned Subsidiary, then the TCAS Subsidiary shall
become a party to the Subsidiary Guarantee and Subsidiary Pledge
Agreement and Borrower shall promptly (and in any event within 30 days
after such event occurs) comply with the requirements of this
subsection 6.10(b) with respect to the TCAS Subsidiary."
3.3 Schedule 4.14 to the Credit Agreement is hereby amended and
restated in its
entirety to read as provided on Schedule 4.14 attached hereto.
3.4 The last sentence in Section 10.6(c) of the Credit Agreement
is hereby amended and restated in its entirety to read as provided below:
"Notwithstanding any provision under this paragraph (c) and paragraph
(f) of this subsection, the consent of the Borrower shall not be
required for any assignment which occurs at any time when any events
described in clause (a) or (f) of Section 8 shall have occurred and be
continuing."
SECTION 4. OMNIBUS AMENDMENTS TO CERTAIN CREDIT DOCUMENTS.
Subject to the satisfaction of each of the conditions to effectiveness set forth
in Section 6 of this Amendment, Borrower and the Required Lenders hereby agree
to amend the Pledge Agreements referenced below as follows:
4.1 The definition of "Pledged Stock" in Section 1.1(b) of the
Subsidiary Pledge Agreement is hereby amended and restated to read as follows:
" "Pledged Stock": with respect to any Grantor, the shares of
Capital Stock listed on Schedule 1 opposite the name of such Grantor,
together with any other shares, stock certificates, options or rights
of any nature whatsoever in respect of the Capital Stock of any
Subsidiary of such Grantor, other than any Immaterial Subsidiary, that
may be issued to or granted to, or held by, such Grantor while this
Agreement is in effect; provided that if such Subsidiary is a Foreign
Subsidiary or if more than 65% of the assets of such Subsidiary are
securities of foreign companies (such determination to be made on the
basis of fair market value), no more than 65% of the total combined
voting power of the Capital Stock of such Subsidiary or any such other
shares, stock certificates, options or rights with respect thereto
shall be "Pledged Stock" hereunder."
4.2 Section 3.5(a) of the Subsidiary Pledge Agreement is hereby
amended and restated to read as follows:
"(a) The shares of Pledged Stock pledged by such Grantor
hereunder constitute all the issued and outstanding shares of all
classes of the Capital Stock of each Person owned by such Grantor that
are required to be pledged pursuant to subsection 6.10(a) and (b) of
the Credit Agreements."
4.3 The first sentence of Section 4.2(a) of the Subsidiary Pledge
Agreement is hereby amended and restated to read as follows:
6
"If such Grantor shall become entitled to receive or shall
receive any instruments, stock certificates (including, without
limitation, any certificate representing a stock dividend or a
distribution in connection with any reclassification, increase or
reduction of capital or any certificate issued in connection with any
reorganization), options or rights in respect of the Capital Stock of
any Issuer, whether in addition to, in substitution of, as a
conversion of, or in exchange for, any shares of the Pledged Stock, or
as a dividend or distribution thereunder, or otherwise in respect
thereof, and subject to the proviso of the definition of "Pledged
Stock" appearing in Section 1.1(b) of this Agreement, such Grantor
shall accept the same as agent for the Agents and the Lenders, hold
the same in trust for the Agents and the Lenders and promptly (and in
any event within 60 days) deliver the same forthwith to the
Administrative Agent in the exact form received, duly endorsed by such
Grantor to the Administrative Agent, if required, together with an
undated stock power or endorsement covering such certificate or
instrument, as applicable, duly executed in blank by such Grantor and
with, if the Administrative Agent so requests, signature guaranteed,
to be held by the Administrative Agent, subject to the terms hereof,
as additional collateral security for the Obligations."
4.4 The definition of "Pledged Stock" in Section 1.1(b) of the
Borrower Pledge Agreement is hereby amended and restated to read as follows:
" "Pledged Stock": the shares of Capital Stock listed on
Schedule 1, together with any other shares, stock certificates,
options or rights of any nature whatsoever in respect of the Capital
Stock of any Subsidiary of the Borrower, other than any Immaterial
Subsidiary, that may be issued or granted to, or held by, the Borrower
while this Agreement is in effect; provided that if such Subsidiary is
a Foreign Subsidiary or if more than 65% of the assets of such
Subsidiary are securities of foreign companies (such determination to
be made on the basis of fair market value), no more than 65% of the
total combined voting power of the Capital Stock of such Subsidiary or
any such other shares, stock certificates, options or rights with
respect thereto shall be "Pledged Stock" hereunder."
4.5 Section 3.4(a) of the Borrower Pledge Agreement is hereby
amended and restated to read as follows:
"(a) The shares of Pledged Stock pledged by the Borrower
hereunder constitute all the issued and outstanding shares of all
classes of the Capital Stock of each Person owned by the Borrower that
are required to be pledged pursuant to subsection 6.10(a) and (b) of
the Credit Agreements."
4.6 The first sentence of Section 4.2(a) of the Borrower Pledge
Agreement is amended and restated to read as follows:
"If the Borrower shall become entitled to receive or shall
receive any instruments, stock certificates (including, without
limitation, any certificate representing a stock dividend or a
distribution in connection with any reclassification, increase or
reduction of capital or any certificate issued in connection with any
reorganization), options or rights in respect of the Capital Stock of
any Issuer, whether in addition to, in substitution of, as
7
a conversion of, or in exchange for, any shares of the Pledged Stock,
or as a dividend or distribution thereunder, or otherwise in respect
thereof, and subject to the proviso to the definition of "Pledged
Stock" appearing in Section 1.1(b) of this Agreement, the Borrower
shall accept the same as agent for the Agents and the Lenders, hold
the same in trust for the Agents and the Lenders and promptly (and in
any event within 60 days) deliver the same forthwith to the
Administrative Agent in the exact form received, duly endorsed by the
Borrower to the Administrative Agent, if required, together with an
undated stock power or endorsement covering such certificate or
instrument, as applicable, duly executed in blank by the Borrower and
with, if the Administrative Agent so requests, signature guaranteed,
to be held by the Administrative Agent, subject to the terms hereof,
as additional collateral security for the Obligations."
4.7 The Borrower LLC Pledge Agreement as of January 11, 2002
between Borrower as the Administrative Agent is hereby amended by deleting the
term "L-3 Communications TCAS, LLC" each place it appears therein and inserting
"Aviation Communications & Surveillance Systems, LLC" in place thereof.
SECTION 5. CONDITIONS TO EFFECTIVENESS OF SECTIONS 1 AND 2.
The provisions of Sections 1 and 2 of this Amendment shall be deemed effective
as of the date when each of the following conditions have been satisfied (such
effective date occurring upon satisfaction of such conditions being referred to
herein as the "EXTENSION EFFECTIVE DATE"):
5.1 The Borrower shall have delivered to Administrative Agent
executed copies of this Amendment and each of the other Credit Parties shall
have delivered to the Administrative Agent executed copies of the Guarantors'
Consent and Acknowledgment to this Amendment in the form attached hereto;
provided that if not all of the Lenders shall have complied with the condition
set forth in Section 5.2 below, the Borrower shall have provided the
Administrative Agent with the Exercise Notice;
5.2 The Required Lenders, each of which shall be an Extending
Lender, shall have delivered to the Administrative Agent an executed original or
facsimile of a counterpart of this Amendment and, solely with respect to the
waiver of the Nonconsenting Lender Notice Period provided in Section 1 hereof
and the assignments of the Commitments and the Loan Exposure of each
Nonconsenting Lender provided in Section 2 hereof, each Nonconsenting Lender
shall have delivered to the Administrative Agent an executed original or
facsimile counterpart of its signature page to this Amendment as a Nonconsenting
Lender;
5.3 The Administrative Agent shall have received a secretary's or
assistant secretary's certificate of the Borrower certifying board resolutions
authorizing the execution, delivery and performance of this Amendment by the
Borrower; and
5.4 The representations and warranties contained in Section 7
hereof shall be true and correct in all respects.
SECTION 6. CONDITIONS TO EFFECTIVENESS OF SECTIONS 3 AND 4.
The provisions of Sections 3 and 4 of this Amendment shall be deemed effective
as of the date when
8
each of the following conditions have been satisfied (such effective date
occurring upon satisfaction of such conditions being referred to herein as the
"AMENDMENT EFFECTIVE DATE"):
6.1 The Borrower shall have delivered to Administrative Agent
executed copies of this Amendment and each of the other Credit Parties shall
have delivered to the Administrative Agent executed copies of the Guarantors'
Consent and Acknowledgment to this Amendment in the form attached hereto;
6.2 The Required Lenders shall have delivered to the
Administrative Agent an executed original or facsimile of a counterpart of this
Amendment;
6.3 The Administrative Agent shall have received a secretary's or
assistant secretary's certificate of the Borrower certifying board resolutions
authorizing the execution, delivery and performance of this Amendment by the
Borrower;
6.4 The representations and warranties contained in Section 7
hereof shall be true and correct in all respects; and
6.5 All conditions to effectiveness set forth in Sections 4.1,
4.2, 4.3 and 4.4 in the Consent, Waiver and Omnibus Amendment Regarding Third
Amended and Restated Credit Agreement of even date herewith shall have been
satisfied.
SECTION 7. REPRESENTATIONS AND WARRANTIES. In order to induce
Xxxxxxx to enter into this Amendment, the Borrower represents and warrants to
each Lender that the following statements are true, correct and complete:
7.1 Authorization and Enforceability. (a) The Borrower has all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Credit Agreement as modified by this Amendment (the "AGREEMENT"), (b) the
execution and delivery of this Amendment has been duly authorized by all
necessary corporate action on the part of the Borrower and (c) this Amendment
and the Agreement have been duly executed and delivered by the Borrower and,
when executed and delivered, will be the legally valid and binding obligations
of the Borrower, enforceable against the Borrower in accordance with their
respective terms, subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or similar laws relating to or
limiting creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding, in equity or at law) and (iii) an implied covenant
of good faith and fair dealing.
7.2 Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 4 of the
Credit Agreement, after giving effect to the consents, waivers and amendments
contained in Sections 1.2, 3 and 4 of this Amendment, are and will be true,
correct and complete in all material respects on and as of the later of the
Extension Effective Date and the Amendment Effective Date, to the same extent as
though made on and as of such date, except that no representation or warranty is
given with respect to the Capital Stock of any of the Additional Entities set
forth on Annex 1.2 and except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
9
7.3 Absence of Default and Setoff. No event has occurred and is
continuing or will result from the consummation of the transactions contemplated
by this Amendment that constitutes a Default or an Event of Default and no
defense, setoff or counterclaim of any kind, nature or description exists to the
payment and performance of the obligations owing by Borrower to the Agents and
the Lenders.
SECTION 8. MISCELLANEOUS.
8.1 Effect on the Credit Agreement and the other Credit Documents.
Except as specifically provided in this Amendment, the Credit Agreement and the
other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed. The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy of the
Administrative Agent or any Lender under, the Credit Agreement or any of the
other Credit Documents.
8.2 Fees and Expenses. The Borrower acknowledges that all costs,
fees and expenses as described in Section 10.5 of the Credit Agreement incurred
by Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Borrower.
8.3 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8.4 SUBMISSION TO JURISDICTION; WAIVERS; WAIVER OF JURY TRIAL;
ACKNOWLEDGMENTS; CONFIDENTIALITY. Each of the terms and conditions set forth in
Sections 10.12, 10.13, 10.14 and 10.15 of the Credit Agreement are hereby
incorporated into this Amendment as if set forth fully herein except that each
reference to "Agreement" therein shall be deemed to be a reference to
"Amendment" herein.
8.5 Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. Except for the terms of Sections 1 and 2 hereof (which shall
only become effective on the Extension Effective Date) and Sections 3 and 4
hereof (which shall only become effective on the Amendment Effective Date), this
Amendment shall become effective upon the execution of a counterpart hereof by
the Borrower and the Required Xxxxxxx and receipt by the Borrower and the
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
[SIGNATURE PAGES FOLLOW]
10
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
L-3 COMMUNICATIONS CORPORATION
By:
---------------------------------------
Title:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
---------------------------------------
Title:
BANK OF AMERICA, N.A.,
as a Lender
By:
---------------------------------------
Title:
XXXXXX COMMERCIAL PAPER INC.,
as Documentation Agent, Syndication Agent and
as a Lender
By:
---------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
Guarantors' Acknowledgment and Consent
--------------------------------------
Each of the undersigned hereby acknowledges receipt of the
attached Amendment and consents to the execution and performance thereof by L-3
Communications Corporation. Each of the undersigned hereby also reaffirms that
the guarantee and any applicable Pledge Agreement of such undersigned in favor
of the Administrative Agent for the ratable benefit of the Lenders and the
Agents remains in full force and effect and acknowledges and agrees that there
is no defense, setoff or counterclaim of any kind, nature or description to
obligations arising under such guarantee or any applicable Pledge Agreement.
Dated as of February 25, 2003
AMI INSTRUMENTS, INC.
APCOM, INC.
ATLANTIC SCIENCE AND TECHNOLOGY CORPORATION
CELERITY SYSTEMS INCORPORATED
XXXXXXX RESEARCH CORPORATION
EER SYSTEMS, INC.
ELECTRODYNAMICS, INC.
XXXXXXXX, INC.
HYGIENETICS ENVIRONMENTAL SERVICES, INC.
INTERSTATE ELECTRONICS CORPORATION
KDI PRECISION PRODUCTS, INC.
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS ANALYTICS CORPORATION
L-3 COMMUNICATIONS AYDIN CORPORATION
L-3 COMMUNICATIONS DBS MICROWAVE, INC.
L-3 COMMUNICATIONS ESSCO, INC.
L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
L-3 COMMUNICATIONS INVESTMENTS INC.
L-3 COMMUNICATIONS SPD TECHNOLOGIES INC.
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.
MCTI ACQUISITION CORPORATION
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED
MICRODYNE CORPORATION
MICRODYNE OUTSOURCING INCORPORATED
MPRI, INC.
PAC ORD, INC.
POWER PARAGON, INC.
SOUTHERN CALIFORNIA MICROWAVE INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD HOLDINGS, INC.
SPD SWITCHGEAR, INC.
By:
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT, WAIVER AND OMNIBUS
AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
By:
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Authorized Person
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT, WAIVER AND OMNIBUS
AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE BANK OF NEW YORK
By:
------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
BANK ONE, N.A. (Main Office Chicago)
By:
-----------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
FLEET NATIONAL BANK
By:
---------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
CREDIT LYONNAIS NEW YORK BRANCH
By:
-------------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
WACHOVIA BANK NATIONAL ASSOCIATION
(f/k/a First Union Commercial Corporation)
By:
---------------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
HSBC BANK USA
By:
------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
COMERICA BANK
By:
----------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
CREDIT INDUSTRIEL ET COMMERCIAL
By:
---------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
BARCLAYS BANK PLC
By:
-----------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
SOCIETE GENERALE
By:
-----------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
SUNTRUST BANK
By:
-----------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
XXXXXXX BANK
By:
---------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE BANK OF NOVA SCOTIA
By:
----------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
CREDIT SUISSE FIRST BOSTON
By:
----------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
NONCONSENTING LENDERS:
Each undersigned Nonconsenting Lender hereby
consents to the waiver of the Nonconsenting Lender
Notice Period set forth in Section 1 of this
Amendment and agrees to the assignments of the
Commitments and the Loan Exposure of such
Nonconsenting Lender provided in Section 2 of this
Amendment, but does not consent to any other term of
this Amendment.
GENERAL ELECTRIC CAPITAL CORPORATION
By:
----------------------------------------
Title:
MIZUHO HOLDINGS, INC.
(successor to The Fuji Bank, Limited, The
Dai-Ichi Kanho Bank, Ltd. and The Industrial
Bank of Japan, Limited)
By:
----------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
NONCONSENTING LENDERS:
The undersigned Nonconsenting Lender hereby consents
to the waiver of the Nonconsenting Lender Notice
Period set forth in Section 1 of this Amendment and
agrees to the assignments of its Commitments and the
Loan Exposure provided in Section 2 of this
Amendment, but does not consent to any other term of
this Amendment.
THE MITSUBISHI TRUST AND BANKING CORPORATION
By:
------------------------------------------
Title:
RZB FINANCE LLC
By:
------------------------------------------
Title:
ERSTE BANK, NEW YORK
By:
------------------------------------------
Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
SCHEDULE I
----------
Schedule I
----------
To Credit Agreement
Lenders/Address for Notices Revolving 364-Day Commitment
XXXXXX COMMERCIAL PAPER INC. $24,916,666.66
c/x Xxxxxx Brothers, Inc.
000 0xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxx
Xxx: (000) 000-0000
Tel: (000) 000-0000
BANK OF AMERICA, N.A. $24,916,666.66
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
with a copy to other parties listed in ss. 10.2
for BOA.
CREDIT LYONNAIS NEW YORK BRANCH $17,366,666.67
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
FLEET NATIONAL BANK $17,366,666.67
000 Xxxxxxx Xxxxxx XX XX 00000X
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
SCHED. I - 1
BARCLAYS BANK PLC $17,366,666.67
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
BANK ONE, NA (MAIN OFFICE CHICAGO) $30,000,00.00
Mail Code: MI1-8073
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
THE BANK OF NEW YORK $17,366,666.67
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
SOCIETE GENERALE $20,000,000.00
000 Xxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxx Xxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
HSBC BANK USA $8,333,333.33
000 Xxxxx Xxx.
New York, NY 10018
Attention: Xxxxx Xxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
WACHOVIA BANK NATIONAL ASSOCIATION $17,366,666.67
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx XxXxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
SCHED. I - 2
COMERICA BANK $6,666,666.67
000 Xxxxxxxx Xxxxxx
0xx Xxxxx, XX 0000
Xxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
CREDIT INDUSTRIEL ET COMMERCIAL $11,666,666.67
000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X'Xxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND $5,000,000.00
XxXxxxxx House, I.F.S.C.
Dublin 1
Ireland
Attention: Xxxxxx Xxxxxxx
Fax: 000-000-0-000-0000
Tel: 000-000-0-000-0000
SUNTRUST BANK $15,000,000.00
00 Xxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
XXXXXXX BANK $3,333,333.33
CitiPlace II,
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
BANK OF NOVA SCOTIA $8,333,333.33
Xxx Xxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
SCHED. I - 3
CREDIT SUISSE FIRST BOSTON $5,000,000.00
00 Xxxxxxx Xxx., 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxx Xxxxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
SCHED. I - 4
SCHEDULE 4.14 - SUBSIDIARIES
----------------------------
L-3 COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES
AS OF FEBRUARY 20, 2003
L-3 Communications Holdings, Inc.
L-3 Communications Corporation
AMI Instruments, Inc.
Aviation Communications & Surveillance Systems, LLC (70%)
ACSS - NZSC Limited (70%)
Honeywell TCAS Inc. (70%)
C3-ilex, LLC (25.2%)
Delsub, Inc.
Digital Technics, L.L.C.
Digital Technics, L.P. (25% + 75%)
EER Systems, Inc.
Electrodynamics, Inc.
Hygienetics Environmental Services, Inc.
L-3 Communications IMC Corporation
Interstate Electronics Corporation
KDI Precision Products, Inc.
L-3 Canada Acquisition Inc.
Wescam Inc.
1374474 Ontario Inc.
1415645 Ontario Inc.
3052893 Nova Scotia Company
Applied Physics Specialties Ltd.
1179023 Ontario Ltd
3033544 Nova Scotia Company
Film Europe Limited (20%)
Mosaic Mapping Inc. (14%)
New Vision Group Inc. (10%)
Wescam Asia Pte Ltd (50%)
Wescam Europe Limited
Wescam Financial (U.S.A.) LLC (99.9% + .1%)
Wescam Holdings (US) Inc. (94.3% + 5.7%)
Broadcast Sports Inc.
Troll Technology Corp
Wescam Incorporated
Wescam Air Ops Inc.
Wescam Air Ops LLC
Wescam Sonoma Inc.
Wescam LLC
L-3 Communications AIS GP Corporation
L-3 Communications Intergrated Systems L.P. (1%+99%)
L-3 Communications Analytics Corporation
Kapos Associates Inc.
L-3 Communications Atlantic Science & Technology Corporation
L-3 Communications Australia Proprietary Limited
L-3 Communications Australia Pty Ltd
L-3 Communications Aydin Corporation
Sched. 4.14 - 1
L-3 COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES - CONTINUED
AS OF FEBRUARY 20, 2003
Aydin Foreign Sales Limited
Aydin S.A. (19%)
L-3 Communications Global Network Solutions U.K. Ltd.
L-3 Communications Investments Inc.
Xxxxx Xxxxxxx ve Elektronik Sanayi A.S. (40%)
L-3 Communications Canada Inc.
Spar Aerospace Limited
3023001 Canada Inc.
Xxxxxxx Aerospace Inc.
International Aerospace Management Company Scrl (20%)
Sovcan Star Satellite Communications Inc. (34%)
Spar Aviation Services (U.S.) Limited
L-3 Communications ESSCO, Inc.
Electronic Space Systems International Corp.
Electronic Space Systems (UK) Limited (90%)
ESSCO Xxxxxxx Limited (99.99%)
L-3 Communications Holding GmbH
L-3 Communications ELAC Nautik GmbH
Arbeitsmedizinische Betreungsgesellschaft Xxxxxx Bertriebe mbH (50%)
ELAC Nautik Unterstutzungskasse GmbH
Power Paragon (Deutschland) Holding GmbH (99% +1%)
EuroAtlas Gesellschaft fur Leistungselektronik mbH
JovyAtlas Elektrische Umformtechnik GmbH
Astrid Energy Enterprises S.R.L (10%)
Xxxxx Safety Test Solutions GmbH
PMM Costruzioni Electtroniche Centro Misure Radioelettriche S.r.l. (98%)
EMC S.r.l. (33%)
L-3 Communications Hong Kong Limited
L-3 Communications ILEX Systems, Inc.
ITel Solutions, LLC (50%)
Telos Corporation
L-3 Communications Korea Corporation
L-3 Communications Malaysia Sdn. Bhd.
L-3 Communications Secure Information Technology, Inc.
L-3 Communications Security and Detection Systems Corporation California
L-3 Communications Security and Detection Systems Corporation Delaware
L-3 Communications Security Systems Corporation
L-3 Communications SPD Technologies, Inc.
SPD Holdings, Inc.
Xxxxxxxx Inc.
Pac Ord Inc.
Power Paragon, Inc.
SPD Electrical Systems, Inc.
SPD Switchgear Inc.
L-3 Communications Storm Control Systems, Inc.
L-3 Communications TMA Corporation
L-3 Communications U.K. Ltd.
Storm Control Systems Limited
L-3 Communications Westwood Corporation
L-3 Satellite Networks, LLC
Sched. 4.14 - 2
L-3 COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES - CONTINUED
AS OF FEBRUARY 20, 2003
LogiMetrics, Inc. (55%)
Logimetrics FSC, Inc. (55%)
mmTECH, INC. (55%)
L-Tres Comunicaciones Costa Rica, S.A.
Medical Education Technologies, Inc. (31.67%)
Microdyne Corporation
Microdyne Communications Technologies Incorporated
MCTI Acquisition Corporation
Apcom, Inc.
Celerity Systems Incorporated
Microdyne Ltd.
Microdyne Outsourcing Incorporated
MPRI, Inc.
Ship Analytics, Inc.
Ship Analytics International, Inc.
Ship Analytics USA, Inc.
Southern California Microwave, Inc.
SYColeman Corporation
TrexCom (Asia) PTE, Ltd.
Wolf Coach, Inc.
Sched. 4.14 - 3
ANNEX 1.2 - ADDITIONAL ENTITIES
-------------------------------
-------------- -------------------------------------------- ------------- ------------------------------
NO. SUBSIDIARY STATE OF PARENT COMPANY
ORG.
-------------- -------------------------------------------- ------------- ------------------------------
1 Ship Analytics, Inc. CT MPRI, Inc.
-------------- -------------------------------------------- ------------- ------------------------------
2 Ship Analytics USA, Inc. CT Analytics
-------------- -------------------------------------------- ------------- ------------------------------
3 Ship Analytics International, Inc. DE Analytics
-------------- -------------------------------------------- ------------- ------------------------------
4 Wescam Sonoma Inc. CA Wescam Holdings
-------------- -------------------------------------------- ------------- ------------------------------
5 Wescam Air Ops Inc. DE Incorporated
-------------- -------------------------------------------- ------------- ------------------------------
6 Wescam Incorporated FL Wescam Holdings
-------------- -------------------------------------------- ------------- ------------------------------
7 Wescam Holdings (US) Inc. DE Borrower
-------------- -------------------------------------------- ------------- ------------------------------
8 Troll Technology Corporation CA Wescam Holdings
-------------- -------------------------------------------- ------------- ------------------------------
9 Broadcast Sports Inc. DE Wescam Holdings
-------------- -------------------------------------------- ------------- ------------------------------
10 L-3 Communications TMA Corporation VA Borrower
-------------- -------------------------------------------- ------------- ------------------------------
11 L-3 Communications Security and Detection CA Borrower
Systems Corporation California
-------------- -------------------------------------------- ------------- ------------------------------
12 L-3 Communications Security and Detection DE Borrower
Systems Corporation Delaware
-------------- -------------------------------------------- ------------- ------------------------------
13 L-3 Communications IMC Corporation CT Borrower
-------------- -------------------------------------------- ------------- ------------------------------
14 L-3 Communications Westwood Corporation NV Borrower
-------------- -------------------------------------------- ------------- ------------------------------
15 Aviation Communications & Surveillance DE Borrower
Systems, LLC
-------------- -------------------------------------------- ------------- ------------------------------
16 Telos Corporation CA L-3 Communications ILEX
Systems
-------------- -------------------------------------------- ------------- ------------------------------
17 Wolf Coach, Inc. XX Xxxxxxxx
-------------- -------------------------------------------- ------------- ------------------------------
18 Wescam Air Ops LLC DE Incorporated
-------------- -------------------------------------------- ------------- ------------------------------
19 Wescam LLC DE Borrower
-------------- -------------------------------------------- ------------- ------------------------------
ANNEX 1.2 - 1
