Exhibit 10.72
SUPPLEMENTAL INDENTURE TO BE DELIVERED
BY GUARANTEEING SUBSIDIARIES
Supplemental Indenture (this "Supplemental Indenture"), dated as of
November 1, 2005, among L-3 Communications Holdings, Inc. (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 July 29, 2005 providing for
the issuance of up to $700,000,000 of 3.0% Convertible Contingent Debt
Securities (CODES) due 2035 (the "CODES");
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 CODES and the Indenture on the terms and conditions set
forth herein (the "Subsidiary Guarantee");
WHEREAS, Section 7.1 of the Indenture provides that the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may amend the Indenture and the CODES without consent of any
Holders of the Securities to, among other things, cure any ambiguity, or correct
or supplement any provision in the Indenture or solely to conform the provisions
of the Indenture to the description of the CODES contained in the Offering
Memorandum;
WHEREAS, the parties hereto desire to conform the provisions of
Section 12.11 to the description of the CODES contained in the Offering
Memorandum, dated July 27, 2005; and
WHEREAS, pursuant to the Indenture, the parties hereto are
authorized to execute and deliver this Supplemental Indenture and the Trustee
has determined that this Supplemental Indenture is in form satisfactory to it;
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 CODES as follows:
1. AMENDMENT TO SECTION 12.11 OF THE INDENTURE. Section 12.11(a)
of the Indenture is hereby amended by:
(a) deleting the word "Upon" in the beginning of Section
12.11(a) and inserting the text "(i) Subject to Section
12.11(a)(ii), upon" in lieu thereof, and
(b) inserting the following text at the end of Section
12.11(a):
(ii) For each $1,000 in principal amount of the
Securities converted in connection with a
Fundamental Change, the Company will deliver to the
Holder: (1) cash equal to the lesser of (i) the
principal amount of the Securities converted and
(ii) the Conversion Value and (2) if the Conversion
Value exceeds the
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principal amount of the Securities converted, cash
equal to such excess or, at the Company's election,
an amount of cash, securities and other assets or
property equal to such excess based on the
consideration that the Holder would have received
if such Holder had held a number of shares of
Common Stock based on the Conversion Rate
immediately prior to the transaction constituting
the Fundamental Change (as adjusted pursuant to
Section 12.15, if applicable), with the Conversion
Value based on the consideration received in such
transaction.
2. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
3. 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 CODES
(collectively, the "Guarantors" and each, a
"Guarantor"), unconditionally guarantees to each Holder
of a CODE 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 CODES or the Obligations of the Company
under the Indenture or the CODES, that:
(i) the principal of and interest (including Contingent
Interest and Additional Interest, if any) on the
CODES will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of
and interest (including Contingent Interest and
Additional Interest, if any) on the CODES, 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
(ii) in case of any extension of time for payment or
renewal of any CODES 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.
4. 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 A to the
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Indenture shall be endorsed by an Officer of such
Guaranteeing Subsidiary on each CODE 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 CODE 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
CODE on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.
(d) The delivery of any CODE 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, to the extent permitted by
applicable law, be unconditional, regardless of the
validity, regularity or enforceability of the CODES or
the Indenture, the absence of any action to enforce the
same, any waiver or consent by any Holder of the CODES
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, to the extent permitted by
applicable law, 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 to this
Supplemental Indenture will not be discharged except by
complete performance of the Obligations contained in the
CODES 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:
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(i) the maturity of the Obligations guaranteed hereby
may be accelerated as provided in Article 4 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;
(ii) in the event of any declaration of acceleration
of such Obligations as provided in Article 4 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; and
(iii) 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.
5. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN
TERMS.
(a) Except as set forth in Articles 6 and 9 of the
Indenture, nothing contained in the Indenture, this
Supplemental Indenture or in the CODES shall prevent (i)
any consolidation or merger of any Guaranteeing
Subsidiary with or into the Company or any other
Guarantor, (ii) 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 or (iii) any merger of a Guarantor with
or into with an Affiliate of that Guarantor that has not
significant assets or liabilities and was incorporated
solely for the purpose of reincorporating such Guarantor
in another State of the United States so long as the
amount of Indebtedness of the Company and the domestic
non-Guarantor subsidiaries is not increased thereby.
(b) Except as set forth in Article 9 of the Indenture,
nothing contained in the Indenture, this Supplemental
Indenture or in the CODES shall prevent any
consolidation or merger of any Guaranteeing Subsidiary
with or into any Person organized under the laws of the
United States of America, any state thereof, the
District of Columbia or any territory thereof 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 any Person organized under the laws
of the United States of America, any state thereof, the
District of Columbia or any territory thereof 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
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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 any
Person formed by such consolidation, or into which such
Guaranteeing Subsidiary shall have been merged, or by
any Person which shall have acquired such property, (ii)
immediately after giving effect to such consolidation,
merger, sale or conveyance no Default or Event of
Default exists and (iii) such transaction will only be
permitted under the Indenture if it would be permitted
under the terms of all of the indentures governing the
Outstanding Senior Subordinated Notes as the same are in
effect on the date of the Indenture (whether or not
those indentures are subsequently amended, waived,
modified or terminated or expire and whether or not any
of these notes continue to be outstanding).
(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 Person 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 Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed
upon the CODES 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.
6. 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. If the
assets sold in such sale or other disposition (including
by way of merger or consolidation) 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
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Guaranteeing Subsidiary) shall be released from and
relieved of its Obligations under this Supplemental
Indenture and its Subsidiary Guarantee made pursuant
hereto. 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, 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 (including Contingent Interest and Additional
Interest, if any) on the CODES 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
Excluded Subsidiary in accordance with the terms of the
Indenture and the indentures governing the Outstanding
Senior Subordinated Notes as the same are in effect on
the date of the Indenture (whether or not those
indentures are subsequently amended, waived, modified or
terminated or expire and whether or not any of those
notes continue to be outstanding), such Guaranteeing
Subsidiary shall be released and relieved of all 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 and the indentures governing
, the Outstanding Senior Subordinated Notes as the same
are in effect on the date of the Indenture (whether or
not those indentures are subsequently amended, waived,
modified or terminated or expire and whether or not any
of those notes continue to be outstanding), 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 CODES and for the other obligations of any
Guaranteeing Subsidiary under the Indenture as provided
herein.
(c) Upon any Guarantor being released from its guarantees
of, and all pledges and security interests granted in
connection with, Indebtedness of the Company or any of
its Subsidiaries (other than a Foreign Subsidiary), such
Guarantor shall be released and relieved of its
obligations under this Supplemental Indenture.
7. 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 CODES, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect
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of, or by reason of, such Obligations or their creation. Each Holder of the
CODES by accepting a CODE waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the CODES. 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.
8. 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. No
Indebtedness shall be deemed to be subordinated or junior in right of payment to
any other Indebtedness solely by virtue of being unsecured.
9. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
10. 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.
11. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
12. 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: November 1, 2005 L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Senior Vice President, Secretary
and General Counsel
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Dated: November 1, 2005 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
INTERNATIONAL SYSTEMS, LLC, a California
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 VERTEX AEROSPACE LLC, a Delaware
limited liability company
L-3 COMMUNICATIONS AIS GP CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS
TECHNOLOGY, INC., a Florida
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 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 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
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X-0 XXXXXXXXXXXXXX XXXXXX-XXXXXX, XXX., x Xxx
Xxxxxx corporation
L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS,
INC., a Delaware
corporation
L-3 COMMUNICATIONS SONOMA EO, INC., a California
corporation
L-3 COMMUNICATIONS TITAN CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION
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
PROCOM SERVICES, INC., a California corporation
SHELLCO, 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
TITAN SCAN TECHNOLOGIES CORPORATION, a Delaware
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
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Dated: November 1, 0000 XXX XXXX XX XXX XXXX,
as Trustee
By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
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NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO SUBSIDIARY GUARANTEE
Pursuant to the Supplemental Indenture (the "Supplemental
Indenture") dated as of November 1, 2005 among L-3 Communications Holdings,
Inc., 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 interest (including Contingent
Interest and Additional Interest, if any) on the CODES, 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 interest
(including Contingent Interest and Additional Interest, if any) on the CODES,
and (c) in case of any extension of time of payment or renewal of any CODES 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). This Guarantee is subordinated to the
Senior Debt of each Guarantor to extent set forth in Article 13 of the
Indenture.
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 CODES,
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 CODE 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 CODE 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 July 29, 2005, among L-3 Communications Holdings, Inc., the Guarantors party
thereto and the Trustee.
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Dated: November 1, 2005 APCOM, INC.
BROADCAST SPORTS INC.
D.P. ASSOCIATES INC.
ELECTRODYNAMICS, INC.
XXXXXXXX INC.
HYGIENETICS ENVIRONMENTAL SERVICES, INC.
INTELLIGENCE DATA SYSTEMS, INC.
INTERNATIONAL SYSTEMS, LLC
INTERSTATE ELECTRONICS CORPORATION
KDI PRECISION PRODUCTS, INC.
L-3 COMMUNICATIONS AEROMET, INC.
L-3 COMMUNICATIONS VERTEX AEROSPACE LLC
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS
TECHNOLOGY, INC.
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.
L-3 COMMUNICATIONS AVISYS CORPORATION
L-3 COMMUNICATIONS CSI, INC.
L-3 COMMUNICATIONS AYDIN CORPORATION
L-3 COMMUNICATIONS CE HOLDINGS, INC.
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS
CORPORATION
L-3 COMMUNICATIONS CORPORATION
L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC.
L-3 COMMUNICATIONS EO/IR, 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 TITAN CORPORATION
L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS,
INC.
L-3 COMMUNICATIONS SONOMA EO, INC.
L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC
L-3 COMMUNICATIONS WESTWOOD CORPORATION
LINCOM WIRELESS, INC.
MCTI ACQUISITION CORPORATION
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED
MICRODYNE CORPORATION
MICRODYNE OUTSOURCING INCORPORATED
MPRI, INC.
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PAC ORD INC.
POWER PARAGON, INC.
PROCOM SERVICES, INC.
SHELLCO, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR INC.
SYCOLEMAN CORPORATION
TITAN FACILITIES, INC.
TITAN SCAN TECHNOLOGIES CORPORATION
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
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