EXHIBIT 10.65
SUPPLEMENTAL INDENTURE TO BE DELIVERED
BY GUARANTEEING SUBSIDIARIES
Supplemental Indenture (this "Supplemental Indenture"), dated as of May
1, 2006, 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 December 22, 2003
providing for the issuance of an unlimited amount of 6 1/8% Senior Subordinated
Notes due 2014 (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 Interest, 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: May 1, 2006 L-3 COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Senior Vice President, Secretary
and General Counsel
Dated: May 1, 2006 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
INTERSTATE ELECTRONICS CORPORATION, a California
corporation
KDI PRECISION PRODUCTS, INC., a Delaware corporation
L-3 COMMUNICATIONS AEROMET, INC., an Oregon corporation
L-3 COMMUNICATIONS AIS GP CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS
TECHNOLOGY, INC., a Florida corporation
L-3 COMMUNICATIONS APPLIED SIGNAL AND IMAGE
TECHNOLOGY, INC., a Maryland corporation
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC., a Delaware
corporation
L-3 COMMUNICATIONS AVISYS CORPORATION, a
Texas corporation
L-3 COMMUNICATIONS 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 CYTERRA CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC.,
a Delaware corporation
L-3 COMMUNICATIONS EO/IR, INC., a Florida corporation
L-3 COMMUNICATIONS EOTECH, INC., a Delaware corporation
L-3 COMMUNICATIONS ESSCO, INC., a Delaware corporation
L-3 COMMUNICATIONS 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
L-3 COMMUNICATIONS MOBILE-VISION, INC., a New Jersey
corporation
L-3 COMMUNICATIONS SAFEVIEW, INC., a Delaware corporation
L-3 COMMUNICATIONS SECURITY AND DETECTION
SYSTEMS, INC., a Delaware corporation
L-3 COMMUNICATIONS SONOMA EO, INC., a California
corporation
L-3 COMMUNICATIONS TCS, INC., a Georgia
corporation
L-3 COMMUNICATIONS TITAN CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS VECTOR INTERNATIONAL
AVIATION LLC, a Delaware limited liability company
L-3 COMMUNICATIONS VERTEX AEROSPACE 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
SPD ELECTRICAL SYSTEMS, INC., a Delaware corporation
SPD SWITCHGEAR INC., a Delaware corporation
SYCOLEMAN CORPORATION, a Florida corporation
TITAN FACILITIES, INC., a Virginia corporation
TROLL TECHNOLOGY CORPORATION, a California corporation
WESCAM AIR OPS INC., a Delaware corporation
WESCAM 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
Dated: May 1, 0000 XXX XXXX XX XXX XXXX,
as Trustee
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO SUBSIDIARY GUARANTEE
Pursuant to the Supplemental Indenture (the "Supplemental
Indenture") dated as of May 1, 2006 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 Interest 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 Interest 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 December 22, 2003, among L-3 Communications Corporation, the Guarantors party
thereto and the Trustee.
Dated: May 1, 2006 APCOM, INC.
BROADCAST SPORTS INC.
D.P. ASSOCIATES INC.
ELECTRODYNAMICS, INC.
XXXXXXXX INC.
HYGIENETICS ENVIRONMENTAL SERVICES, INC.
INTELLIGENCE DATA SYSTEMS, INC.
INTERSTATE ELECTRONICS CORPORATION
KDI PRECISION PRODUCTS, INC.
L-3 COMMUNICATIONS AEROMET, INC.
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS
TECHNOLOGY, INC.
L-3 COMMUNICATIONS APPLIED SIGNAL AND IMAGE
TECHNOLOGY, INC.,
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.
L-3 COMMUNICATIONS AVISYS CORPORATION
L-3 COMMUNICATIONS AYDIN CORPORATION
L-3 COMMUNICATIONS CE HOLDINGS, INC.
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS CORPORATION
L-3 COMMUNICATIONS CSI, INC.
L-3 COMMUNICATIONS CYTERRA CORPORATION
L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC.
L-3 COMMUNICATIONS EO/IR, INC.
L-3 COMMUNICATIONS EOTECH, 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 SAFEVIEW, INC.
L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS, INC.
L-3 COMMUNICATIONS SONOMA EO, INC.
L-3 COMMUNICATIONS TCS, INC.
L-3 COMMUNICATIONS TITAN CORPORATION
L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC
L-3 COMMUNICATIONS VERTEX AEROSPACE 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.
POWER PARAGON, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR INC.
SYCOLEMAN CORPORATION
TITAN FACILITIES, INC.
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
