Exhibit 10.49
L-3 COMMUNICATIONS CORPORATION
SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT
This SECOND OMNIBUS AMENDMENT REGARDING THE SECOND AMENDED AND
RESTATED 364 DAY CREDIT AGREEMENT (this "AMENDMENT") is dated as of January 23,
2004 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:
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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"); and
WHEREAS, the Borrower desires that the Lenders to amend the
Credit Agreement and the Parent Guarantee to permit the Borrower and Holdings to
declare and pay up to $25,000,000 of dividends in any fiscal quarter.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. OMNIBUS AMENDMENT TO CERTAIN CREDIT DOCUMENTS.
Subject to the satisfaction of each of the conditions to effectiveness set forth
in Section 2 of this Amendment, the Borrower and the Requisite Class Lenders
party to the Credit Agreement hereby agree to amend the Credit Documents
referenced below as follows:
1.1 The term "Permitted Stock Payments" in Subsection 1.1 of the
Credit Agreement is hereby amended and restated as follows:
""Permitted Stock Payments": (A) dividends by the Borrower to
Holdings in amounts equal to the amounts required for Holdings to (i)
pay franchise taxes and other
fees required to maintain its legal existence and (ii) provide for
other operating costs of up to $1,000,000 per fiscal year, (B)
dividends by the Borrower to Holdings in amounts equal to amounts
required for Holdings to pay federal, state and local income taxes to
the extent such income taxes are actually due and owing, provided that
the aggregate amount paid under this clause (B) does not exceed the
amount that the Borrower would be required to pay in respect of the
income of the Borrower and its Subsidiaries if the Borrower were a
stand alone entity that was not owned by Holdings, (C) from and after
January 1, 2004, dividends by the Borrower to Holdings in an aggregate
amount not to exceed $25,000,000 in any fiscal quarter of the Borrower
so long as at the time of declaring and paying any such dividend no
Default or Event of Default shall have occurred and be continuing and
(D) dividends by the Borrower to Holdings to fund interest expense or
dividends in respect of the Permitted Convertible Securities issued by
Holdings, provided that such dividends under this clause (D) shall
not, in any fiscal year, exceed an amount equal to the interest or
dividends actually accruing on the outstanding principal amount of
such Permitted Convertible Securities in such fiscal year less the sum
of all intercompany advances funded pursuant to subsection 7.9(l)
hereof by the Borrower to Holdings in respect of such Permitted
Convertible Securities in such fiscal year."
1.2 The definition of "Permitted Parent Distributions" in
Section 1.1(b) of the Parent Guarantee is hereby amended and restated to read as
follows:
1.3 ""Permitted Parent Distributions": (a) the issuance by
Holdings of options or other equity securities of Holdings to outside directors,
members of management or employees of Holdings in the ordinary course of
business, (b) cash payments made in lieu of issuing fractional shares of
Holdings' common stock or preferred stock, (c) from and after January 1, 2004,
Parent Distributions funded solely with the proceeds of dividends received from
the Borrower pursuant to clause (C) of the definition of Permitted Stock
Payments in the Credit Agreements so long as at the time of declaring and paying
any such Parent Distribution no Default or Event of Default shall have occurred
and be continuing and (d) the application of up to $2,000,000 of the proceeds of
the sale of common stock of Holdings to the repurchase of common stock of
Holdings from management of Holdings or the Borrower."
SECTION 2. CONDITIONS TO EFFECTIVENESS OF SECTION 1. The
provisions of Section 1 of this Amendment shall be deemed effective when 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"):
2.1 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;
2.2 The Requisite Class Lenders party to the Credit Agreement,
shall have delivered to the Administrative Agent an executed original or
facsimile counterpart of its signature page to this Amendment;
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2.3 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;
2.4 The representations and warranties contained in Section 3
hereof shall be true and correct in all respects; and
2.5 All conditions to effectiveness set forth in Sections 2.1,
2.2, 2.3, and 2.4 in the Second Omnibus Amendment Regarding Third Amended and
Restated Credit Agreement of even date herewith shall have been satisfied.
SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce
Lenders to enter into this Amendment, the Borrower represents and warrants to
each Lender that the following statements are true, correct and complete:
3.1 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.
3.2 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 amendments contained in Section 1
of this Amendment, are and will be true, correct and complete in all material
respects on and as of each of the Amendment Effective Date, to the same extent
as though made on and as of such date, 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.
3.3 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 the Borrower to the Agents
and the Lenders.
SECTION 4. MISCELLANEOUS.
4.1 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
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the Administrative Agent or any Lender under, the Credit Agreement or any of the
other Credit Documents.
4.2 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.
4.3 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.
4.4 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.
4.5 Counterparts. 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.
[SIGNATURE PAGES FOLLOW]
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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:
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Title:
L-3 COMMUNICATIONS HOLDINGS, INC.
By:
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Title:
BANK OF AMERICA, N.A.,
as Administrative Agent and as a Lender
By:
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Title:
XXXXXX COMMERCIAL PAPER INC.,
as Documentation Agent, Syndication Agent and
as a Lender
By:
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Title:
[SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
Guarantors' Acknowledgment and Consent
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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 January 23, 2004
L-3 COMMUNICATIONS HOLDINGS, INC.
By:
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Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President, General Counsel
and Secretary
L-3 COMMUNICATIONS AEROTECH LLC
L-3 COMMUNICATIONS FLIGHT INTERNATIONAL
AVIATION LLC
L-3 COMMUNICATIONS FLIGHT CAPITAL LLC
L-3 COMMUNICATIONS VECTOR INTERNATIONAL
AVIATION LLC
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
By:
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Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Authorized Person
WESCAM LLC
WESCAM AIR OPS LLC
By:
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Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Authorized Person
APCOM, INC.
BROADCAST SPORTS INC.
ELECTRODYNAMICS, INC.
XXXXXXXX, INC.
HYGIENETICS ENVIRONMENTAL SERVICES, INC.
INTERSTATE ELECTRONICS CORPORATION
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT AND CONSENT TO SECOND OMNIBUS
AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
KDI PRECISION PRODUCTS, INC.
L-3 COMMUNICATIONS AEROMET, INC.
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS ATLANTIC SCIENCE AND
TECHNOLOGY CORPORATION
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.
L-3 COMMUNICATIONS AYDIN CORPORATION
L-3 COMMUNICATIONS CSI, INC.
L-3 COMMUNICATIONS DBS MICROWAVE, INC.
L-3 COMMUNICATIONS ESSCO, INC.
L-3 COMMUNICATIONS GOVERNMENT SERVICES, INC.
L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
L-3 COMMUNICATIONS INVESTMENTS INC.
L-3 COMMUNICATIONS XXXXX ASSOCIATES, INC.
L-3 COMMUNICATIONS MAS (US) CORPORATION
L-3 COMMUNICATIONS SECURITY AND DETECTION
SYSTEMS CORPORATION CALIFORNIA
L-3 COMMUNICATIONS SECURITY AND DETECTION
SYSTEMS CORPORATION DELAWARE
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.
L-3 COMMUNICATIONS WESTWOOD CORPORATION
MCTI ACQUISITION CORPORATION
MICRODYNE COMMUNICATIONS TECHNOLOGIES
INCORPORATED
MICRODYNE CORPORATION
MICRODYNE OUTSOURCING INCORPORATED
MPRI, INC.
PAC ORD, INC.
POWER PARAGON, INC.
SHIP ANALYTICS, INC.
SHIP ANALYTICS INTERNATIONAL, INC.
SHIP ANALYTICS USA, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR, INC.
SYCOLEMAN CORPORATION
TROLL TECHNOLOGY CORPORATION
WESCAM SONOMA INC.
WESCAM AIR OPS INC.
WESCAM INCORPORATED
WESCAM HOLDINGS (US) INC.
WOLF COACH, INC.
By:
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Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGEMENT AND CONSENT TO SECOND OMNIBUS
AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE BANK OF NEW YORK
By:
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Title:
[SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
BANK ONE, N.A. (Main Office Chicago)
By:
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Title:
[SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
FLEET NATIONAL BANK
By:
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Title:
[SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
CREDIT LYONNAIS NEW YORK BRANCH
By:
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Title:
[SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
WACHOVIA BANK NATIONAL ASSOCIATION
(f/k/a First Union Commercial Corporation)
By:
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Title:
[SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
HSBC BANK USA
By:
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Title:
[SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By:
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Title:
By:
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Title:
[SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
COMERICA BANK
By:
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Title:
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SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
CREDIT INDUSTRIEL ET COMMERCIAL
By:
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Title:
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SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
BARCLAYS BANK PLC
By:
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Title:
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SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
SOCIETE GENERALE
By:
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Title:
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SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
SUNTRUST BANK
By:
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Title:
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SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
XXXXXXX BANK
By:
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Title:
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SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
THE BANK OF NOVA SCOTIA
By:
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Title:
[SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
CREDIT SUISSE FIRST BOSTON
By:
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Title:
[SIGNATURE PAGES TO SECOND OMNIBUS AMENDMENT REGARDING
SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT]
