EXHIBIT 10.3
STOCKHOLDERS AGREEMENT
DATED AS OF APRIL 30, 1997
Among
L-3 COMMUNICATIONS HOLDINGS, INC.
LOCKHEED XXXXXX CORPORATION,
XXXXXX BROTHERS CAPITAL PARTNERS III, L.P.,
XXXXXX BROTHERS HOLDINGS INC.,
XXXXX X. XXXXX,
and
XXXXXX X. XXXXXXX
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1. Definitions . . . . . . . . . . . . . . . . . . 2
ARTICLE II
RESTRICTIONS ON TRANSFERS
Section 2.1. Transfers in Accordance with this Agreement . . 6
Section 2.2. Agreement to be Bound . . . . . . . . . . . . . 6
Section 2.3. Legend . . . . . . . . . . . . . . . . . . . . 6
Section 2.4. Transfers to Permitted Transferees and the
Company . . . . . . . . . . . . . . . . . . . 6
Section 2.5. No Transfer Period; Rights of First Offer . . . 7
Section 2.6. Tag Along Right . . . . . . . . . . . . . . . . 8
Section 2.7. Bring Along Right . . . . . . . . . . . . . . . 9
Section 2.8. Registration Rights . . . . . . . . . . . . . . 10
ARTICLE III
CLOSING
Section 3.1. Closing . . . . . . . . . . . . . . . . . . . . 10
Section 3.2. Deliveries at Closing; Method of Payment
of Purchase Price . . . . . . . . . . . . . . 10
ARTICLE IV
ADDITIONAL RIGHTS AND OBLIGATIONS
OF STOCKHOLDERS AND THE COMPANY
Section 4.1. Preemptive Rights . . . . . . . . . . . . . . . 11
Section 4.2. Future Services . . . . . . . . . . . . . . . . 11
Section 4.3. Regulatory Event . . . . . . . . . . . . . . . 12
Section 4.4. Regulatory Compliance . . . . . . . . . . . . . 12
Section 4.5. Standstill Agreement . . . . . . . . . . . . . 13
Section 4.6. Certain Other Agreements . . . . . . . . . . . 13
ARTICLE V
CERTAIN VOTING AGREEMENTS
Section 5.1. Board of Directors of the Company . . . . . . . 13
Section 5.2. Charter Documents . . . . . . . . . . . . . . . 15
Section 5.3. Consent to an Initial Public Offering;
Required IPO . . . . . . . . . . . . . . . . 15
ARTICLE VI
TERMINATION
Section 6.1. Termination . . . . . . . . . . . . . . . . . . 15
2
ARTICLE VII
MISCELLANEOUS
Section 7.1. No Inconsistent Agreements . . . . . . . . . . 16
Section 7.2. Recapitalization, Exchanges, etc . . . . . . . 16
Section 7.3. Successors and Assigns . . . . . . . . . . . . 16
Section 7.4. No Waivers, Amendments . . . . . . . . . . . . 16
Section 7.5. Notices . . . . . . . . . . . . . . . . . . . . 16
Section 7.6. Inspection . . . . . . . . . . . . . . . . . . 17
SECTION 7.7. GOVERNING LAW . . . . . . . . . . . . . . . . . 17
Section 7.8. Section Headings . . . . . . . . . . . . . . . 17
Section 7.9. Entire Agreement . . . . . . . . . . . . . . . 17
Section 7.10. Severability . . . . . . . . . . . . . . . . . 17
Section 7.11. Counterparts . . . . . . . . . . . . . . . . . 17
Section 7.12. Option Plan . . . . . . . . . . . . . . . . . . 18
Exhibit A Bylaws
Exhibit B Certificate of Incorporation
Exhibit C Registration Rights
Exhibit D Form of Agreement to be Bound
Exhibit E 1997 Option Plan for Key Employees of L-3
Communications Holdings, Inc.
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STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT dated as of April 30, 1997 among L-3
Communications Holdings, Inc., a Delaware corporation (the "Company"), Lockheed
Xxxxxx Corporation, a Maryland corporation ("Lockheed Xxxxxx"), Xxxxxx Brothers
Capital Partners III, L.P., a Delaware limited partnership ("Xxxxxx"), Xxxxxx
Brothers Holders Inc., a Delaware corporation and the general partner of Xxxxxx
("LBHI"), Xxxxx X. Xxxxx ("Xxxxx") and Xxxxxx X. XxXxxxx ("XxXxxxx" and,
together with Xxxxx, the "Management Investors"). Each of the parties to this
Agreement (other than the Company) and any other Person (as hereinafter
defined) who or which shall become a party to or agree to be bound by the terms
of this Agreement after the date hereof is sometimes hereinafter referred to as
a "Stockholder."
WITNESSETH
WHEREAS, this Agreement shall become effective (the "Effective Date")
on the date of, and simultaneously with, the Closing under the Subscription
Agreements (as hereinafter defined);
WHEREAS, as of the Effective Date, the Company will have an
authorized capital stock consisting of 25,000,000 shares of Class A common
stock, par value $0.01 per share (the "Class A Common Stock"), 3,000,000 shares
of Class B common stock, par value $0.01 per share (the "Class B Common Stock")
and 3,000,000 shares of Class C common stock, par value $0.01 per share (the
"Class C Common Stock") and, together with the Class A Common Stock, the
"Common Stock").
WHEREAS, the Company, Lockheed Martin, Lehman and the Management
Investors have entered into a Transaction Agreement dated as of March 28, 1997
(the "Transaction Agreement") pursuant to which, among other things, the
Company has agreed, subject to the terms and conditions thereof, to purchase
certain assets and assume certain related liabilities of Lockheed Xxxxxx;
WHEREAS, in connection with the consummation of the transactions
pursuant to the Transaction Agreement, each of Lockheed Martin, Lehman and LBHI
has entered into a Common Stock Subscription Agreement with the Company dated
as of the date of this Agreement pursuant to which each such Stockholder has
agreed, subject to the terms and conditions thereof, to purchase shares of
Class A Common Stock;
WHEREAS, in connection with the consummation of the transactions
pursuant to the Transaction Agreement, each of the Management Investors has
entered into a Common Stock Subscription Agreement with the Company dated as of
the date of this Agreement (such Common Stock Subscription Agreements, together
with the Common Stock Subscription Agreements referred to in the preceding
recital, the "Subscription Agreements") pursuant to which each such Management
Investor has agreed, subject to the terms and conditions thereof, to purchase
shares of Class B Common Stock; and
WHEREAS, the parties hereto desire to restrict the sale, assignment,
transfer, encumbrance or other disposition of the Shares (as hereinafter
defined) and to provide for certain rights and obligations and other agreements
in respect of the Shares, all as hereinafter provided.
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NOW THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. As used in this Agreement, the
following terms have the following meanings:
"Acquisition Transaction" shall have the meaning set forth in
Section 4.6.
"Adverse Clearance Status" shall have the meaning
set forth in Section 4.3.
"Affiliate", as applied to any Person, shall mean any other Person
directly or indirectly controlling, controlled by, or under common control
with, that Person. For the purposes of this definition "control" (including,
with correlative meanings, the terms "controlling", "controlled by" and "under
common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting
securities, by contract or otherwise. Notwithstanding the foregoing, for
purposes of this Agreement, Lockheed Xxxxxx shall not be considered an
Affiliate of Xxxxxx or of either of the Management Investors and the employee
benefit plans of Lockheed Xxxxxx and its Subsidiaries shall not be considered
Affiliates of Lockheed Xxxxxx.
"Board of Directors" shall mean the Board of Directors of the
Company.
"Business" shall have the meaning set forth in the Transaction
Agreement.
"Buyer's Notice" shall have the meaning set forth in Section
2.5(c).
"Buyout Notice" shall have the meaning set forth in Section 2.7.
"Bylaws" shall mean the Bylaws of the Company, in the form of Exhibit
A, as amended from time to time, consistent with the terms hereof.
"Certificate of Incorporation" shall mean the Amended and Restated
Certificate of Incorporation of the Company, in the form of Exhibit B, as
amended from time to time, consistent with the terms hereof.
"Charter Documents" shall have the meaning set forth in Section
5.2(a).
"Class A Common Stock" shall have the meaning set forth in the
recitals of this Agreement.
"Class B Common Stock" shall have the meaning set forth in the
recitals of this Agreement.
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"Class C Common Stock" shall have the meaning set forth in the
recitals of this Agreement.
"Common Stock" shall have the meaning set forth in the recitals of
this Agreement.
"Company" shall have the meaning set forth in the preamble of this
Agreement.
"Effective Date" shall have the meaning set forth in the recitals
of this Agreement.
"FOCI" shall have the meaning set forth in Section 4.3.
"Initial Public Offering" shall mean the initial Public Offering
(other than pursuant to a registration statement on Form S-8 or otherwise
relating to equity securities issuable under any employee benefit plan of the
Company).
"Xxxxx" shall have the meaning set forth in the preamble of this
Agreement.
"XxXxxxx" shall have the meaning set forth in the preamble of this
Agreement.
"Xxxxxx" shall have the meaning set forth in the preamble of this
Agreement.
"LBHI" shall have the meaning set forth in the preamble of this
Agreement.
"Xxxxxx Nominees" shall have the meaning set forth in Section
5.1(a).
"Lockheed Xxxxxx" shall have the meaning set forth in the preamble
of this Agreement.
"Lockheed Xxxxxx Nominees" shall have the meaning set forth in
Section 5.1(a).
"Management Investors" shall have the meaning set forth in the
preamble of this Agreement.
"Offer Price" shall have the meaning set forth in Section 2.5(b).
"Offered Shares" shall have the meaning set forth in Section
2.5(b).
"Option Plan" shall mean the 1997 Option Plan for Key Employees of
L-3 Communications Holdings, Inc., in the form of Exhibit E hereto.
"Payment in Full of the Preference Amount" shall have the meaning
given such term in the Certificate of Incorporation.
"Permitted Transferee" shall mean:
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(i) in the case of Xxxxxx or LBHI and Permitted Transferees of Xxxxxx
and LBHI, (A) LBHI or Xxxxxx, as the case may be, or any controlled
Affiliate (other than an individual) of LBHI, (B) any general or limited
partner, director, officer or employee of Xxxxxx, LBHI or any controlled
Affiliate (other than an individual) of LBHI, (C) the heirs, executors,
administrators, testamentary trustees, legatees or beneficiaries of any of
the individuals referred to in clause (B), (D) any trust, the
beneficiaries of which include only (1) Xxxxxx, (2) Permitted Transferees
referred to in clauses (A), (B) and (C) and (3) spouses and lineal
descendants of Permitted Transferees referred to in clause (B) and (E) a
corporation or partnership, a majority of the equity of which is owned and
controlled by Xxxxxx and/or Permitted Transferees referred to in clauses
(A), (B), (C) and (D);
(ii) in the case of Lockheed Xxxxxx and Permitted Transferees of
Lockheed Xxxxxx, any controlled Affiliate of Lockheed Xxxxxx; and
(iii) in the case of each Management Investor and Permitted Transferees
of such Management Investor, his or her spouse or any of his or her lineal
descendants or legatees or a testamentary trust for such legatees, or a
trust or individual retirement account, the beneficiaries of which or a
corporation or partnership the stockholders or partners of which include
only such Stockholder, his or her spouse and his or her lineal descendants
or a corporation or partnership wholly owned by them;
provided, that any such Permitted Transferee referred to in clauses
(i)(iii) agrees in writing to be bound by the terms of this Agreement in
accordance with Section 2.2.
"Person" shall mean an individual, partnership, corporation, business
trust, joint stock company, limited liability company, unincorporated
association, joint venture or other entity of whatever nature.
"Proposed Transferee" shall have the meaning set forth in Section
2.6.
"Public Offering" shall mean any underwritten public offering of
equity securities of the Company pursuant to an effective registration
statement under the Securities Act.
"Put" shall have the meaning set forth in Section 4.3.
"Reduced Transfer Price" shall have the meaning set forth in
Section 2.5(d).
"Reduced Transfer Price Notice" shall have the meaning set forth in
Section 2.5(d).
"Regulatory Event Notice" shall have the meaning set forth in
Section 4.3.
"Regulatory Portion" shall have the meaning set forth in Section
4.3.
"Restriction Lapse" shall have the meaning given such term in the
Certificate of Incorporation.
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"Second Reduction Transfer Price" shall have the meaning set forth in
Section 2.5(e).
"Second Reduction Transfer Price Notice" shall have the meaning set
forth in Section 2.5(e).
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Seller" shall have the meaning set forth in Section 2.5(b).
"Seller's Notice" shall have the meaning set forth in Section
2.5(b).
"Share Equivalents" shall mean securities of any kind issued by the
Company convertible into or exchangeable for Shares or options, warrants or
other rights to purchase or subscribe for Shares or securities convertible into
or exchangeable for Shares.
"Shares" shall mean, with respect to any Stockholder, shares of
Common Stock, whether now owned or hereafter acquired (including upon exercise
of options, preemptive rights or otherwise), held by such Stockholder.
"Shares Subject to Forfeiture" shall have the meaning given such term
in the Certificate of Incorporation.
"Stockholder" shall have the meaning set forth in the preamble of
this Agreement.
"Subscription Agreements" shall have the meaning set forth in the
recitals of this Agreement.
"Subsidiary" shall mean, with respect to any Person, any corporation
or other entity of which a majority of the capital stock or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar function at the time directly or
indirectly owned by such Person.
"Third Party" shall mean any prospective Transferee of Shares (other
than the Company) that is not a Permitted Transferee of the Stockholder
proposing the Transfer of such Shares to such prospective Transferee.
"Transaction Agreement" shall have the meaning set forth in the
recitals of this Agreement.
"Transfer" shall have the meaning set forth in Section 2.1.
"Transfer Closing Date" shall have the meaning set forth in Section
3.1.
"Transferee" shall mean any Person who or which acquires Shares from
a Stockholder or a Transferee (including Permitted Transferees) of a
Stockholder subject to this Agreement.
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ARTICLE II
RESTRICTIONS ON TRANSFERS
Section 2.1. Transfers in Accordance with this Agreement. No
Stockholder shall, directly or indirectly, transfer, sell, assign, pledge,
hypothecate, encumber, or otherwise dispose of all or any portion of any Shares
or any economic interest therein (including without limitation by means of any
participation or swap transaction) (each, a "Transfer") to any Person, except
in compliance with the Securities Act, applicable state and foreign securities
laws and this Agreement. No Stockholder shall Transfer any Shares if the
consummation of such Transfer may result in the Company becoming subject to
FOCI or Adverse Clearance Status. Any attempt to Transfer any Shares in
violation of the terms of this Agreement shall be null and void, and neither
the Company, nor any transfer agent shall register upon its books any Transfer
of Shares by a Stockholder to any Person except a Transfer in accordance with
this Agreement.
Section 2.2. Agreement to be Bound. No Transfer of Shares (other than
Transfers (i) in the Initial Public Offering, if any, or (ii) to the Company)
shall be effective unless (i) the certificates representing such Shares issued
to the Transferee shall bear the legend provided in Section 2.3 and (ii) the
Transferee, if not already a party hereto, shall have executed and delivered to
each other party hereto, as a condition precedent to such Transfer, an
instrument or instruments substantially in the form of Exhibit D or otherwise
reasonably satisfactory to such parties confirming that the Transferee agrees
to be bound by the terms of this Agreement with respect to the Shares so
Transferred to the same extent applicable to the Transferor thereof.
Section 2.3. Legend. A copy of this Agreement shall be filed with the
Secretary of the Company and kept with the records of the Company. Each
Stockholder hereby agrees that each certificate representing Shares issued to
any Stockholder, or any certificate issued in exchange for any similarly
legended certificate, shall bear a legend reading substantially as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND
SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS
AGREEMENT, DATED AS OF APRIL 30, 1997, COPIES OF WHICH MAY BE
OBTAINED FROM L-3 COMMUNICATIONS HOLDINGS, INC. (THE "COMPANY"). NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY
UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH
AGREEMENT.
Section 2.4. Transfers to Permitted Transferees and the Company. (a)
None of the restrictions contained in this Agreement with respect to Transfers
of Shares (other than Sections 2.2, 2.3 and 2.4(b)) shall apply to any Transfer
of Shares by any Stockholder (i) to a Permitted Transferee of such Stockholder
or (ii) to the Company.
(b) Each Permitted Transferee of any Stockholder shall, and such
Stockholder shall cause such Permitted Transferee to, transfer back to such
9
Stockholder any Shares it owns prior to such Permitted Transferee ceasing to be
a Permitted Transferee of such Stockholder.
Section 2.5. No Transfer Period; Rights of First Offer. (a) The
Stockholders may not Transfer Shares prior to the first anniversary of the
Effective Date, except for Transfers referred to in Section 2.4. Commencing on
the first anniversary of the Effective Date, with the exception of Transfers in
accordance with Section 2.4, each Stockholder may Transfer Shares only
following compliance and in accordance with the provisions of this Section 2.5
and, as applicable, Sections 2.6 or 2.7.
(b) Any Stockholder desiring to Transfer Shares to any Third Party
(such Stockholder, in such capacity, a "Seller") shall give written notice (a
"Seller's Notice") to the other Stockholders and to the Company (i) stating
that such Seller desires to make such Transfer and (ii) setting forth the
number of Shares proposed to be Transferred (the "Offered Shares") and the cash
price per share that such Seller proposes to be paid for such Offered Shares
(the "Offer Price") and, to the extent then known, the other terms and
conditions of such Transfer, including the identity of any proposed transferee.
Each Seller's Notice shall constitute an irrevocable offer by the Seller to the
other Stockholders and to the Company of the Offered Shares at the Offer Price
in cash and in accordance with the terms of this Agreement.
(c) Within 60 days after receipt of a Seller's Notice, each other
Stockholder may elect to purchase, on a pro rata basis based upon the total
number of outstanding Shares then held by such other Stockholders (provided
that any Offered Shares thereby offered to any other Stockholder that does not
elect to purchase such Offered Shares shall be reallocated (on a pro rata basis
based on the total number of Offered Shares each other Stockholder elected to
purchase) among the remaining other Stockholders who have elected to exercise
their option to purchase Offered Shares) all (but not less than all) of the
Offered Shares allocated to it at the Offer Price in cash. The Company may
elect, within 10 days following the expiration of such 60-day period, to
purchase at the Offer Price in cash all (but not less than all) of the Offered
Shares as to which no election to purchase is made by the other Stockholders
within such 60-day period. The election to purchase such Offered Shares shall
be exercisable by delivery of a notice (a "Buyer's Notice") to the Seller, with
a copy to the Company (where the Company is not the electing party), stating
(i) that such electing party elects to purchase such Offered Shares at the
Offer Price in cash, (ii) that such election is irrevocable and (iii) the
source of financing for such purchase, which financing shall not be subject to
any material contingencies. Delivery of a Buyer's Notice shall constitute a
contract among the Seller and the electing party that has delivered such
Buyer's Notice for the sale and purchase of the Offered Shares at the Offer
Price in cash and upon the other applicable terms and conditions set forth in
the Seller's Notice.
(d) If the other Stockholders and the Company fail to elect to
purchase all of the Offered Shares within the time periods specified in Section
2.5(c), then the Seller may, within a period of 90 days following the
expiration of such time periods specified in Section 2.5(c), complete the
Transfer of all or any of the Offered Shares not purchased by the other
Stockholders or the Company to one or more Third Parties at a price per share
not less than 95% of the Offer Price; provided that if the purchase price per
share (the "Reduced Transfer Price") proposed to be paid by any such Third
Party for Offered Shares is less than 95% of the Offer Price, the Seller
10
shall promptly provide written notice (the "Reduced Transfer Price Notice") to
the other Stockholders and the Company of such intended Transfer (including the
material terms and conditions thereof) and the other Stockholders and the
Company shall have the right, exercisable by delivery of a written election
notice to the Seller within 30 days of receipt of such notice, to purchase such
Offered Shares at the Reduced Transfer Price and otherwise substantially in
accordance with the terms and conditions of the intended Transfer to such Third
Party, following which 30-day period, if no such election is made, Section
2.5(e) shall apply.
(e) If the other Stockholders and the Company fail to elect to
purchase all of the Offered Shares at the Reduced Transfer Price in cash within
the 30-day period specified in Section 2.5(d), then the Seller may, within a
period of 90 days following the expiration of such 30-day period, complete the
Transfer of all or any of the Offered Shares to one or more Third Parties at a
price per share not less than 95% of the Reduced Transfer Price; provided that
if the purchase price per share (the "Second Reduced Transfer Price") proposed
to be paid by any such Third Party for Offered Shares is less than 95% of the
Reduced Transfer Price, the Seller shall promptly provide written notice (the
"Second Transfer Price Notice") to the other Stockholders and the Company of
such intended Transfer (including the material terms and conditions thereof)
and the other Stockholders and the Company shall have the right, exercisable by
delivery of a written election notice to the Seller within 30 days of receipt
of such notice, to purchase such Offered Shares at the Second Reduced Transfer
Price and otherwise substantially in accordance with the terms and conditions
of the intended Transfer to such Third Party.
(f) If the other Stockholders and the Company fail to elect to
purchase all of the Offered Shares at the Offer Price (or, if applicable, the
Reduced Transfer Price or Second Reduced Transfer Price) in cash and the Seller
shall not have Transferred the Offered Shares to any Transferee prior to the
expiration of the 90-day period specified in Section 2.5(e), the rights of
first offer under this Section 2.5 shall again apply in connection with any
subsequent Transfer or offer to Transfer shares of Common Stock by such
Sellers.
Section 2.6. Tag Along Right. (a) If at any time on or after the
first anniversary of the Effective Date and prior to the consummation of an
Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted
Transferees) proposes to Transfer Shares to any Person (other than a Permitted
Transferee) (each, a "Proposed Transferee") in any transaction or series of
related transactions and as a result of such Transfer, Xxxxxx and LBHI (with
their Permitted Transferees) would no longer own at least 35% of the issued and
outstanding Common Stock, then Xxxxxx shall send written notice to each
Management Investor and Lockheed Xxxxxx which shall state (i) that Xxxxxx
and/or LBHI and/or their Permitted Transferees desires to make such a Transfer,
(ii) the identity of the Proposed Transferee and the number of Shares proposed
to be sold or otherwise transferred, (iii) the proposed purchase price per
Share to be paid and the other terms and conditions of such Transfer and (iv)
the projected closing date of such Transfer, which in no event shall be prior
to 30 days after the giving of such written notice to each Management Investor
and Lockheed Xxxxxx.
(b) For a period of 30 days after the giving of the notice pursuant
to clause (a) above, each Management Investor and Lockheed Xxxxxx shall have
the right to sell to the Proposed Transferees in such Transfer at
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the same price and upon the same terms and conditions as Xxxxxx, LBHI (and/or
their Permitted Transferees) that percentage of the total number of Shares held
by such Management Investor or Lockheed Xxxxxx, as the case may be, equal to
the percentage of the total number of Shares then held by Xxxxxx, LBHI and
their Permitted Transferees proposed to be Transferred to such Proposed
Transferee; provided that neither Management Investor shall have the right to
sell any of its Shares Subject to Forfeiture pursuant to this Section 2.6(b) if
the price per share to be obtained by Xxxxxx in such Transfer is less than
$6.47.
(c) The rights of each Management Investor and Lockheed Xxxxxx under
Section 2.6(b) shall be exercisable by delivering written notice thereof, prior
to the expiration of the 30-day period referred to in clause (b) above, to
Xxxxxx with a copy to the Company; provided that Lockheed Xxxxxx shall not be
entitled to exercise any rights under this Section 2.6 if neither of the
Management Investors exercises his rights under this Section 2.6. The failure
of such Management Investor or Lockheed Xxxxxx to respond within such period to
Xxxxxx shall be deemed to be a waiver of rights under this Section 2.6.
(d) In the event that any Management Investor or Lockheed Xxxxxx
exercises rights under Section 2.6(b) and following such exercise there is a
change in the price or terms of the proposed transaction between Xxxxxx and the
Proposed Transferee, then Xxxxxx shall promptly notify such Management Investor
and Lockheed Xxxxxx of the revised price or terms and such Management Investor
or Lockheed Xxxxxx, as the case may be, shall have the right to exercise its
rights under Section 2.6(b) by notice to Xxxxxx within two business days of
receipt of the notice from Xxxxxx. The failure of such Management Investor or
Lockheed Xxxxxx to respond within such two-day period to Xxxxxx shall be deemed
to be a waiver of his or its rights under this Section 2.6.
(e) For purposes of determining the number of Shares a Management
Investor may Transfer pursuant to this Section 2.6, such Management Investor
shall be deemed to hold the shares of Common Stock issuable upon exercise of
any outstanding options to purchase Common Stock he holds so long as (i) such
options have vested and (ii) the exercise price of such options is below the
proposed price to be paid by the Proposed Transferee in the Transfer to which
such determination relates.
Section 2.7. Bring Along Right. (a) If at any time on or after the
first anniversary of the Effective Date and prior to the consummation of an
Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted
Transferees) proposes to sell Shares to a Third Party other than an Affiliate
in any bona fide arm's-length transaction or series of related transactions and
as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would
cease to own at least 35% of the issued and outstanding Common Stock, then
Xxxxxx shall have the right to deliver a written notice (a "Buyout Notice") to
each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i)
that Xxxxxx proposes to effect such transaction, (ii) the identity of the Third
Party, the number of Shares to be sold and the proposed purchase price per
Share to be paid and any other terms and conditions, and (iii) the projected
closing date of such sale. Each such Management Investor agrees that, upon
receipt of a Buyout Notice, each such Management Investor (and his Permitted
Transferees) shall be obligated to sell in such transaction that percentage of
the total number of Shares held by such Management Investor (determined on the
basis set forth in Section 2.6(e))
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equal to the percentage of the total number of Shares then held by Xxxxxx and
LBHI and their Permitted Transferees to be sold in such transaction upon the
terms and conditions of such transaction (and otherwise take all necessary
action to cause consummation of the proposed transaction; provided, however,
that each such Management Investor shall only be obligated as provided above in
this Section 2.7 if each such Management Investor receives the same per Share
consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and
provided further that in no event shall any Management Investor be required to
make any representations or provide any indemnities other than on a
proportionate basis and other than with respect to matters relating solely to
Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as
to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted
Transferees.
(b) At any time that Xxxxxx exercises its rights under this Section
2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in
the transaction specified in the Buyout Notice at the same price and upon the
same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted
Transferees) and the Management Investors that percentage of the total number
of Shares held by Lockheed Xxxxxx equal to the percentage of the total number
of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be
sold in such transaction. The rights of Lockheed Xxxxxx under this Section
2.7(b) shall be exercisable by delivering written notice thereof at least 10
days prior to the proposed closing date of such transaction.
Section 2.8. Registration Rights. The Company hereby grants to each
Stockholder the registration and other rights set forth in, and each
Stockholder agrees to comply with the terms and conditions contained in,
Exhibit C.
ARTICLE III
CLOSING
Section 3.1. Closing. Any Stockholders acquiring or Transferring any
Shares pursuant to Section 2.5 shall mutually determine a closing date (the
"Transfer Closing Date") which, subject to any applicable regulatory waiting
periods, shall not be more than 60 days after the last notice is given with
respect to such Transfer pursuant to Section 2.5 or after the expiration of the
last notice period pursuant to Section 2.5 applicable to such Transfer. The
closing shall be held at 10:00 a.m., local time, on the Transfer Closing Date
at the principal office of the Company, or at such other time and/or place as
the parties may mutually agree.
Section 3.2. Deliveries at Closing; Method of Payment of Purchase
Price. On the Transfer Closing Date, each selling Stockholder shall deliver (i)
certificates representing the Shares being sold, free and clear of any lien,
claim or encumbrance, and (ii) such other documents, including evidence of
ownership and authority, as the Transferees may reasonably request. The
purchase price shall be paid by wire transfer of immediately available funds no
later than 2:00 p.m. on the Transfer Closing Date.
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ARTICLE IV
ADDITIONAL RIGHTS AND OBLIGATIONS
OF STOCKHOLDERS AND THE COMPANY
Section 4.1. Preemptive Rights. If the Company shall (other than in
connection with the issuance of Shares or Share Equivalents (i) to employees,
officers and directors of or any of its direct or indirect subsidiaries with
respect to any employee benefit plan, incentive award program or other
compensation arrangement approved by the affirmative vote of a majority of the
outstanding shares and (ii) as all or a portion of the consideration for the
purchase of capital stock or assets of another Person) (A) issue any Shares,
(B) issue any Share Equivalents or (C) enter into any contracts, commitments,
agreements, understandings or arrangements of any kind relating to the issuance
of any Shares or Share Equivalents (in each case other than in connection with
the Initial Public Offering), each Stockholder shall have the right to purchase
that number of Shares (or Share Equivalents, as the case may be) at the same
purchase price as the price for the additional Shares (or Share Equivalents) to
be issued so that, after the issuance all of such Shares (or Share
Equivalents), together with all Shares (or Share Equivalents) to be issued
pursuant to this Section 4.1 in connection therewith, the Stockholder would, in
the aggregate, hold the same proportional interest of the outstanding Shares
(assuming, in the case of an issuance of Share Equivalents, the conversion,
exercise or exchange thereof) as was held by such Stockholder prior to the
issuance of such additional Shares (or Share Equivalents).
Section 4.2. Future Services. The Company agrees that Xxxxxx Brothers
Inc. ("Xxxxxx Brothers") shall have the right, but not the obligation, which
right shall be exercisable in Xxxxxx Brothers' sole discretion, to provide
investment banking services to the Company on an exclusive basis for a period
of five years from the Effective Date (the "Exclusivity Period"); provided that
as to acquisitions undertaken by the Company for cash, the Exclusivity Period
shall be the three year period after the Effective Date. Such services may
include arranging senior and subordinated debt financing for the Company,
underwriting on a sole managed basis or acting as the sole initial purchaser or
placement agent for the Company's or its affiliates' debt and/or equity
securities, acting as the exclusive financial advisor to the Company with
respect to any mergers, acquisitions or divestitures for which the services of
an investment banking firm are utilized and providing other financial advisory
services on an exclusive basis. In the event that Xxxxxx Brothers agrees to
provide any investment banking services to the Company, Xxxxxx Brothers shall
be paid fees to be mutually agreed upon based on fees which are competitive
based upon similar transactions and practices in the investment banking
industry. The Company acknowledges that Xxxxxx Brothers may determine in its
sole discretion for any reason (including, without limitation, the results of
its due diligence investigation, a material change in the Company's financial
condition, business, management, prospects or value, the lack of appropriate
internal Xxxxxx Brothers' committee approvals or then current market
conditions) not to provide such investment banking services to the Company. In
the event that Xxxxxx Brothers elects not to provide such services to the
Company with respect to any particular transaction, nothing contained herein
shall be deemed to prevent the Company from utilizing the services of another
investment banking firm for such transaction or to require the Company to pay a
fee to Xxxxxx Brothers with respect to such transaction, but such retention of
another investment banking firm shall be without prejudice to Xxxxxx Brothers'
rights hereunder with respect to subsequent transactions.
14
Section 4.3. Regulatory Event. If (a) the Company receives
notification from a representative of the Department of Defense or any other
U.S. government department, agency or authority that the ownership of Shares by
Xxxxxx and/or LBHI or the terms and provisions of this Agreement or the Charter
Documents (i) causes the Company to be under impermissible foreign ownership,
control or influence ("FOCI") within the meaning of Section 721 of Title VII of
the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus
Trade and Competitiveness Act of 1988, or (ii) materially adversely affects the
ability of the Company to maintain or obtain Department of Defense or other
U.S. government department, agency or authority security clearance of the level
held by the Business and their employees on the Effective Date or which are
necessary or desirable for the Company to perform and to bid competitively on
U.S. government contracts and to participate in joint ventures formed to bid on
or perform U.S. government contracts of the type the Business is eligible to
bid on or participate in, respectively, on the Effective Date (any of the
matters described in this clause (ii) being referred to as "Adverse Clearance
Status"), and such FOCI or Adverse Clearance Status is not a result of a change
in (A) the ownership of Xxxxxx or LBHI from the ownership thereof as it exists
as of the Effective Date or (B) applicable law, regulations and decrees as in
effect as of the Effective Date, Xxxxxx and/or LBHI may, within 60 days of
becoming aware of such notification, upon delivery of a written notice (a
"Regulatory Event Notice") to the Company, require the Company (i) to
repurchase (the "Put") such portion of the Shares then held by Xxxxxx and/or
LBHI required to eliminate such FOCI or Adverse Clearance Status (the
"Regulatory Portion") for an amount in cash equal to the fair market value of
the shares subject to the Put as determined by an investment bank of national
reputation which is mutually acceptable to the Company (as determined by the
Board of Directors of the Company without the participation by any directors
designated by Xxxxxx pursuant to this Agreement) and Xxxxxx or (ii) to commence
a Public Offering which shall include the registration and offering of the
Regulatory Portion in accordance with the registration procedures contained in
Exhibit C; provided, that prior to delivery of any Regulatory Event Notice
Xxxxxx and/or LBHI shall have complied with Section 4.4; and provided further,
that the Company shall not be required to take any action under this Section
4.3 that it is prohibited from taking under the terms of any of its financing
agreements or under applicable law.
Section 4.4. Regulatory Compliance. (a) If any of the circumstances
described in Section 4.3 occur and would (x) cause the Company to be under FOCI
or (y) result in Adverse Clearance Status and such FOCI and Adverse Clearance
Status, if any, may be eliminated to the complete satisfaction of all
applicable U.S. government departments, agencies or authorities solely by the
adoption by Xxxxxx or LBHI or the Board of Directors of the Company of
governance procedures or board resolutions insulating the Company from
impermissible control or influence of any foreign entity in accordance with the
National Industrial Security Program Operating Manual (DOD 5220.22M), then
Xxxxxx or LBHI or the Board of Directors of the Company, shall adopt such
procedures or board resolutions, provided that such procedures and/or board
resolutions do not contravene and are consistent with applicable law and do not
materially and adversely affect the governance and other rights (whether
exercised directly or in accordance with such procedures) of Xxxxxx or LBHI
contained in this Agreement and the Charter Documents and any other agreements
or documents relating thereto.
(b) If such FOCI and Adverse Clearance Status, if any, are not
eliminated following compliance with paragraph (a) above, and such FOCI and
15
Adverse Clearance Status, if any, may be eliminated by a Transfer of Shares
held by Xxxxxx or LBHI to an Affiliate, Xxxxxx or LBHI, as the case may be,
shall use its reasonable efforts to effectuate such Transfer, provided that any
such Transfer shall not contravene, and is made in compliance with, Xxxxxx'x
and/or LBHI's customary business practices.
(c) If there is a change in the ownership of Xxxxxx from the
ownership thereof as it exists as of the Effective Date and such change in
ownership causes the Company to be under impermissible FOCI or otherwise
results in an Adverse Clearance Status, and such FOCI or Adverse Clearance
Status, as the case may be, cannot be eliminated through the procedures
contemplated by Section 4.4(a) or Section 4.4(b), the Company shall have the
option, exercisable within 30 days after it concludes that the measures
contemplated by Section 4.4(a) and Section 4.4(b) are not sufficient to
eliminate the FOCI or Adverse Clearance Status, to purchase (the "Call") the
Regulatory Portion of the Shares then held by Xxxxxx and/or LBHI for an amount
in cash equal to the fair market value of the Shares subject to the Call as
determined by an investment bank of national reputation which is mutually
acceptable to the Company (as determined by the Board of Directors of the
Company without the participation by any directors designated by Xxxxxx
pursuant to this Agreement) and Xxxxxx.
Section 4.5. Standstill Agreement. Lockheed Xxxxxx agrees that it
will not, and it will cause its Permitted Transferees not to, directly or
indirectly (through Affiliates or otherwise), acquire any shares of Common
Stock if immediately following such acquisition of shares of Common Stock,
Lockheed Xxxxxx and its Affiliates would own more than 34.9% of the outstanding
shares of Common Stock; provided that this Section 4.5 shall not limit any of
Lockheed Xxxxxx'x rights under Section 2.5 or Section 4.1 of this Agreement.
Section 4.6. Certain Other Agreements. If at any time prior to
Payment in Full of the Preference Amount a merger or other similar transaction
is consummated pursuant to which 90% or more of the outstanding equity
interests in the Company are acquired by a Person other than an Affiliate of
Xxxxxx at a price per share which is less than $6.47 (an "Acquisition
Transaction"), then each of the Stockholders agrees to enter into such other
agreements or other arrangements as may be required in order that the proceeds
to the Stockholders from such Acquisition Transaction are distributed as among
the holders of each class of Common Stock in a manner comparable to the manner
in which such proceeds would be distributed in a distribution of assets of the
Company in the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the Company in accordance with the terms of the Certificate of
Incorporation.
ARTICLE V
CERTAIN VOTING AGREEMENTS
Section 5.1. Board of Directors of the Company. (a) The Company's
Board of Directors shall be initially composed of eleven members. Xxxxxx shall
be entitled, but not required, to designate six members (the "Xxxxxx Nominees")
of the Board of Directors. Lockheed Xxxxxx shall be entitled, but not required,
to designate three members (the "Lockheed Xxxxxx Nominees") of the Board of
Directors. In addition, each of Xxxxx and XxXxxxx shall be entitled, but not
required, to designate themselves as members of the Board of Directors for so
long as they are employees of the Company or
16
any of its Subsidiaries (the "Xxxxx Nominee" and "XxXxxxx Nominee",
respectively).
(b) (i) Each of the Stockholders agrees to vote all of the Shares of
Class A Common Stock owned or held of record by such Stockholder at any regular
or special meeting of the stockholders of the Company called for the purpose of
filling positions on the Board of Directors, or in any written consent executed
in lieu of such a meeting of stockholders, and agrees to take all actions
otherwise necessary, to ensure the election to the Board of Directors of the
Xxxxxx Nominees, the Lockheed Xxxxxx Nominees, the Xxxxx Nominee and the
XxXxxxx Nominee in accordance with the terms hereof.
(ii) Each of the Company and each Stockholder hereby agrees to use
its or his best efforts to call, or cause the appropriate officers and
directors of the Company to call, a special meeting of stockholders of the
Company and to vote all of the Shares of Class A Common Stock owned or held of
record by such Stockholder for, or to take all actions by written consent in
lieu of any such meeting necessary to cause, the removal (with or without
cause) of (i) any Xxxxxx Nominee if Xxxxxx requests such director's removal for
any reason and (ii) any Lockheed Xxxxxx Nominee if Lockheed Xxxxxx requests
such director's removal for any reason. Xxxxxx and Lockheed Xxxxxx shall have
the right to designate a new nominee in the event any Xxxxxx Nominee or
Lockheed Xxxxxx Nominee, respectively, shall be so removed or shall vacate his
or her directorship for any reason.
(c) Except as provided in Section 5.1(b)(ii) hereof, each Stockholder
hereby agrees that, at any time that it or he is then entitled to vote for the
election or removal of directors, it will not vote in favor of the removal of
any Xxxxxx Nominee, Lockheed Xxxxxx Nominee, Xxxxx Nominee or XxXxxxx Nominee,
unless such removal shall be for Cause. For the purposes of this Section
5.1(c), "Cause" shall mean (i) as to any Xxxxxx Nominee or Lockheed Xxxxxx
Nominee, the gross neglect of or willful and continuing refusal to
substantially perform his duties as a director, the willful engaging by a
director in conduct which is demonstrably and materially injurious to the
Company or the director's conviction of any crime constituting a felony and
(ii) as to any Management Investor, gross neglect of or willful and continuing
refusal to substantially perform his duties as a director or employee, any
breach of the restrictive covenants contained in such Management Investor's
employment agreement with the Company or any of its Subsidiaries, willful
engaging in conduct which is demonstrably injurious to the Company or the
Company's subsidiaries or affiliates or conviction or plea of guilty or nolo
contendere to a felony or a misdemeanor involving moral turpitude.
(d) The number of directors which Xxxxxx and Lockheed Xxxxxx have
the right to designate pursuant to Section 5.1(a) shall be reduced from time
to time to take into account any reduction in Xxxxxx'x and Lockheed Xxxxxx'x
(in either case, together with its Permitted Transferees) ownership level in
the issued and outstanding shares of Common Stock so that the percentage of
the total number of directors designated by each such party corresponds as
nearly as practicable to the percentage ownership of such party (with its
Permitted Transferees) of the issued and outstanding shares of Common Stock;
provided that so long as Xxxxxx (with its Permitted Transferees) continues to
own at least 35% of the issued and outstanding Common Stock, the directors
designated by Xxxxxx pursuant to Section 5.1(a) shall constitute a majority
of the Board of Directors so long as Xxxxxx (with its Permitted Transferees)
continues to represent the largest single stockholder of the Company. The
17
Stockholders' obligations under Section 5.1(b) and (c) shall remain in effect
with respect to the Xxxxxx Nominees and Lockheed Xxxxxx Nominees, as reduced
pursuant to the preceding sentence.
(e) The rights of Xxxxxx, Lockheed Xxxxxx, Xxxxx and XxXxxxx to
designate Board members under Section 5.1(a) shall not be assignable (including
to any Transferee of Shares).
Section 5.2. Charter Documents. (a) Exhibits A and B set forth
copies of the Certificate of Incorporation and By-laws of the Company, each
in the form in which it is to be in effect on the Effective Date (the
"Charter Documents").
(b) The Company covenants and agrees that it will act in accordance
with the Charter Documents. Each Stockholder covenants and agrees that it will
vote all the Shares owned or held of record by such Stockholder at any regular
or special meeting of stockholders of the Company or in any written consent
executed in lieu of such a meeting of stockholders, and shall take all action
necessary, to ensure that the Charter Documents do not, at any time, conflict
with the provisions of this Agreement.
Section 5.3. Consent to an Initial Public Offering; Required IPO. (a)
Prior to the first anniversary of the Effective Date, the Company shall not
commence an Initial Public Offering without the affirmative vote of (i) a
majority of the Xxxxxx Nominees, (ii) a majority of the Lockheed Xxxxxx
Nominees, (iii) the Xxxxx Nominee and (iv) the XxXxxxx Nominee.
(b) At any time on or after the fifth anniversary of the Effective
Date, if an Initial Public Offering shall not have been consummated prior to
such date, Xxxxxx or Lockheed Xxxxxx (in each case, provided that it and its
Permitted Transferees then own at least 50% of the issued and outstanding
Common Stock owned by such party on the Effective Date) may require the Company
promptly to commence an Initial Public Offering and to complete such Initial
Public Offering as soon as reasonably practicable in accordance with the
registration procedures contained in Exhibit C. The rights of Xxxxxx and
Lockheed Xxxxxx under this Section 5.3(b) shall not be assignable (including to
any Transferee of Shares).
ARTICLE VI
TERMINATION
Section 6.1. Termination. The provisions of this Agreement, other
than Sections 2.8, 4.2 and 4.5 shall terminate upon the consummation of an
Initial Public Offering. Section 2.8 and the registration rights contained in
Exhibit C shall continue to apply following such consummation with respect to
all Registrable Securities (as defined in Exhibit C) in accordance with the
terms thereof. Section 4.2 shall continue to apply following the consummation
of an Initial Public Offering until the earlier of the expiration of the
Exclusivity Period or the date on which Xxxxxx (together with its Permitted
Transferees) ceases to own at least 10% of the outstanding shares of Common
Stock. Section 4.5 shall continue to apply following such consummation until
the fifth anniversary of the Effective Date.
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ARTICLE VII
MISCELLANEOUS
Section 7.1. No Inconsistent Agreements. The Company will not
hereafter enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Stockholders in this Agreement.
Section 7.2. Recapitalization, Exchanges, etc. In the event that any
capital stock or other securities are issued in respect of, in exchange for, or
in substitution of, any Shares by reason of any reorganization,
recapitalization, reclassification, merger, consolidation, spin-off, partial or
complete liquidation, stock dividend, split-up, sale of assets, distribution to
stockholders or combination of the Shares or any other change in capital
structure of the Company, appropriate adjustments shall be made with respect to
the relevant provisions of this Agreement so as to fairly and equitably
preserve, as far as practicable, the original rights and obligations of the
parties hereto under this Agreement and the term "Shares," as used herein,
shall be deemed to include shares of such capital stock or other securities, as
appropriate.
Section 7.3. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto, and their respective
successors and permitted assigns.
Section 7.4. No Waivers, Amendments. (a) No failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.
(b) No amendment, modification or supplement to this Agreement shall
be enforced against any holder unless such amendment, modification or
supplement is signed by (i) where such holder is Xxxxxx or LBHI or one of their
Permitted Transferees, a majority of the Shares held by Xxxxxx and LBHI and its
Permitted Transferees, (ii) where such holder is Lockheed Xxxxxx or one of
their Permitted Transferees, a majority of the Shares held by Lockheed Xxxxxx
and its Permitted Transferees, (iii) where such holder is Xxxxx or one of his
Permitted Transferees, a majority of the Shares held by Xxxxx and his Permitted
Transferees and (iv) where such holder is XxXxxxx or one of his Permitted
Transferees, a majority of the Shares held by XxXxxxx and his Permitted
Transferees.
(c) Any provision of this Agreement may be waived if, but only if,
such waiver is in writing and is signed by the party against whom the
enforcement of such waiver is sought.
Section 7.5. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including telex, telecopier or
similar writing) and shall be given to such party at its address, telex or
telecopier number set forth below, or such other address, telex or telecopier
number as such party may hereinafter specify for the purpose to the party
giving such notice. Each such notice, request or other communication shall be
effective (i) if given by telex or telecopy, when such telex or telecopy is
transmitted to the telex or telecopy number specified in this Section and the
appropriate answerback is received or, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first
19
class postage prepaid, addressed as aforesaid or, (iii) if given by any other
means, when delivered at the address specified in this Section 7.5.
Notices to the Company shall be addressed to the Company at L-3
Communications Holdings, Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: General Counsel (telecopier no. (000) 000-0000) with a copy thereof
to Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx X. Xxxxxxxx (telecopier (000) 000-0000); notices to Xxxxxx or
LBHI shall be addressed to Xxxxxx Brothers Capital Partners III, L.P. or Xxxxxx
Brothers Holdings Inc., as the case may be, 3 World Financial Center, New York,
New York 10285, Attention: Xxxxxx Xxxxxxxxxx (telecopier (000) 000-0000) with a
copy thereof to Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Xxxxx X. Xxxxxxxx (telecopier (000) 000-0000); notices
to Lockheed Xxxxxx shall be addressed to Lockheed Xxxxxx at Lockheed Xxxxxx
Corporation, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx
X. Xxxxxxx (telecopier (000) 000-0000) with a copy thereof to Lockheed Xxxxxx
Corporation, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxx
X. Xxxxxxx, Xx. (telecopier (000) 000-0000) and to Miles & Stockbridge, a
Professional Corporation, 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000,
Attention: Xxxxx X. Xxxxxxxx (telecopier (000) 000-0000); notices to Xxxxx and
XxXxxxx shall be addressed to Xxxxx and XxXxxxx, respectively, at L-3
Communications Holdings, Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(telecopier (000) 000-0000, as to Xxxxx and (000) 000-0000, as to XxXxxxx) with
a copy thereof to Fried, Frank, Harris, Xxxxxxx and Xxxxxxxx, 0 Xxx Xxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxx (telecopier (212)
859-8879).
Section 7.6. Inspection. So long as this Agreement shall be in
effect, this Agreement and any amendments hereto shall be made available for
inspection by a Stockholder at the principal offices of the Company.
SECTION 7.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 7.8. Section Headings. The section headings contained in
this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
Section 7.9. Entire Agreement. This Agreement, together with the
Subscription Agreements, constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, written or oral, relating to the subject matter hereof.
Section 7.10. Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdictions, it
being intended that all rights and obligations of the parties hereunder shall
be enforceable to the fullest extent permitted by law.
Section 7.11. Counterparts. This Agreement may be signed in
counterparts, each of which shall constitute an original and which together
shall constitute one and the same agreement.
20
Section 7.12. Option Plan. Each of the Stockholders agrees to vote
all of the Shares of Class A Common Stock owned or held of record by such
Stockholder at any regular or special meeting of the stockholders of the
Company called for the purpose of approving the Option Plan or in any written
consent executed in lieu of such a meeting of stockholders (and the Company
agrees to use reasonable efforts to cause such meeting to occur promptly), and
agrees to take all actions otherwise necessary, to ensure the approval of the
Option Plan in accordance with the terms hereof.
21
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date set forth above.
L-3 COMMUNICATIONS
HOLDINGS, INC.
By:_________________________________
Title:
LOCKHEED XXXXXX CORPORATION
By:_________________________________
Title:
XXXXXX BROTHERS CAPITAL
PARTNERS III, L.P.
By: Xxxxxx Brothers Holdings Inc.,
its general partner
By:_________________________________
Title:
XXXXXX BROTHERS HOLDINGS INC.
By:_________________________________
Title:
------------------------------------
Xxxxx X. Xxxxx
------------------------------------
Xxxxxx X. XxXxxxx
22
EXHIBIT D
FORM OF AGREEMENT TO BE BOUND
[DATE]
To the Parties to the
Stockholders Agreement
dated as of April 30, 1997
Dear Sirs:
Reference is made to the Stockholders Agreement dated as of April 30, 1997
(the "Stockholders Agreement"), among L-3 Communications Holdings, Inc.,
Lockheed Xxxxxx Corporation, Xxxxxx Brothers Capital Partners III, L.P., Xxxxxx
Brothers Holdings Inc., Xxxxx X. Xxxxx and Xxxxxx X. XxXxxxx and each other
Stockholder who or which shall become parties to the Stockholders Agreement as
provided therein. Capitalized terms used herein and not defined have the
meanings ascribed to them in the Stockholders Agreement.
In consideration of the representations, covenants and agreements
contained in the Stockholders Agreement, the undersigned hereby confirms and
agrees that it shall be bound by all of the provisions thereof.
This letter shall be construed and enforced in accordance with the
laws of the State of New York.
Very truly yours,
[Permitted Transferee]
23
