FINAL EXECUTION COPY
EXHIBIT 10.46
L-3 COMMUNICATIONS CORPORATION
CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THE THIRD
AMENDED AND RESTATED CREDIT AGREEMENT (this "AMENDMENT") is dated as of February
25, 2003 and entered into by and among L-3 COMMUNICATIONS CORPORATION, a
Delaware corporation (the "BORROWER") which is wholly owned by L-3
COMMUNICATIONS HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), the Lenders
party to the Credit Agreement referred to below on the date hereof (the
"LENDERS"), BANK OF AMERICA, N.A., ("BOA"), as administrative agent for the
Agents (as defined below) and the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"), ▇▇▇▇▇▇ COMMERCIAL PAPER, INC. ("LCPI") as syndication agent and
documentation agent (in such capacity, the "SYNDICATION AGENT" and the
"DOCUMENTATION AGENT") and certain financial institutions named as co-agents.
All capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement (as defined below).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders, the Syndication Agent, the
Documentation Agent, the Administrative Agent and certain other parties have
entered into the Third Amended and Restated 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 has requested that certain waivers and
amendments be made with respect to the Credit Agreement and certain of the other
Credit Documents.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. CONSENT AND WAIVER. Borrower hereby advises the
Lenders that Borrower has acquired each of the entities described on Annex 1.2
hereof (the "ADDITIONAL ENTITIES") and may not be successful in completing
compliance with the terms of Section 6.10 of the Credit Agreement for each of
the Additional Entities prior to the Amendment Effective Date. Borrower hereby
requests that the Required Lenders consent to extend until March 25, 2003 the
date for Borrower's compliance with Section 6.10 regarding the Additional
Entities (the "SECTION 6.10 CONSENT"). Subject to the satisfaction of the
conditions precedent to this Amendment set forth in Section 4 hereof, each
Lender executing this Amendment hereby consents to the Section 6.10 Consent and
waives the effect of any noncompliance with Section 6.10 arising prior to
Amendment Effective Date with respect to the Additional Entities.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. Subject to the
satisfaction of each of the conditions to effectiveness set forth in Section 4
of this Amendment, Borrower and the Required Lenders hereby agree to amend the
Credit Agreement as follows:
2.1 The fifth sentence in Section 4.12 of the Credit Agreement is
hereby amended and restated to read as follows:
"As of the last annual valuation date prior to the date on
which this representation is made or deemed made, the actuarial
present value of all accumulated benefit obligations under the Single
Employer Plans taken as a whole did not exceed the fair market value
of the assets available for benefits under such Plans by an amount
which would be reasonably likely to result in a Material Adverse
Effect (with all valuations determined in accordance with Statement of
Financial Accounting Standards No. 87)."
2.2 Section 6.10 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"6.10 Additional Collateral.
(a) With respect to any Capital Stock of any newly created or
acquired Subsidiary or any newly issued Capital Stock of any existing
Subsidiary acquired after the Original Closing Date by the Borrower or
any of its Subsidiaries that is intended to be subject to the Lien
created by any of the Pledge Agreements but which is not so subject,
promptly (and in any event within 30 days after the acquisition
thereof): (i) execute and deliver to the Administrative Agent such
amendments to the relevant Pledge Agreements or such other documents
as the Administrative Agent shall deem necessary or advisable to grant
to the Administrative Agent, for the benefit of the Lenders, a Lien on
such Capital Stock, (ii) take all actions necessary or advisable to
cause such Lien to be duly perfected in accordance with all applicable
Requirements of Law, including delivering all such original
certificates evidencing such Capital Stock to the Administrative Agent
together with undated stock powers executed in blank therefor, and
(iii) if requested by the Administrative Agent or the Required
Lenders, deliver to the Administrative Agent legal opinions relating
to the matters described in clauses (i) and (ii) immediately
preceding, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.
Notwithstanding the foregoing, neither the Borrower nor any of its
Subsidiaries shall be required to grant to the Administrative Agent a
Lien upon the Capital Stock of any Immaterial Subsidiary; provided
that if an Immaterial Subsidiary ceases to be an Immaterial
Subsidiary, Borrower or the applicable Subsidiary, as the case may be,
shall within thirty (30) days of such event comply with the foregoing
requirements."
(b) With respect to any Person that, subsequent to the
Original Closing Date, becomes a direct or indirect Subsidiary of the
Borrower, promptly (and in any event within 30 days after such Person
becomes a Subsidiary): (i) cause such new Subsidiary to become a party
to the Subsidiary Guarantee and, to the extent such Subsidiary holds
any Capital Stock of any Subsidiary that is not an Immaterial
Subsidiary, to the Subsidiary
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Pledge Agreement and (ii) if requested by the Administrative Agent or
the Required Lenders, deliver to the Administrative Agent legal
opinions relating to the matters described in clause (i) immediately
preceding, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.
Notwithstanding the foregoing, no Immaterial Subsidiary, Foreign
Subsidiary or TCAS Subsidiary (except as provided below) of the
Borrower or its Subsidiaries shall be required to execute a Subsidiary
Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the
total combined voting power of the Capital Stock of or equity
interests in (A) any direct or indirect Foreign Subsidiary of the
Borrower or (B) any direct or indirect Subsidiary of the Borrower if
more than 65% of the assets of such Subsidiary are securities of
foreign companies (such determination to be made on the basis of fair
market value), and no Subsidiary of any Person described in clause (A)
or (B), shall be required to be pledged hereunder; provided, that if,
after the consummation of any sale of a portion of Capital Stock of
the TCAS Subsidiary, the TCAS Subsidiary thereafter becomes a Wholly
Owned Subsidiary, then the TCAS Subsidiary shall become a party to the
Subsidiary Guarantee and Subsidiary Pledge Agreement and Borrower
shall promptly (and in any event within 30 days after such event
occurs) comply with the requirements of this subsection 6.10(b) with
respect to the TCAS Subsidiary."
2.3 Schedule 4.14 to the Credit Agreement is hereby amended and
restated in its entirety to read as provided on Schedule 4.14 attached hereto.
2.4 The last sentence in Section 10.6(c) of the Credit Agreement
is hereby amended and restated in its entirety to read as provided below:
"Notwithstanding any provision under this paragraph (c) and paragraph
(f) of this subsection, the consent of the Borrower shall not be
required for any assignment which occurs at any time when any events
described in clause (a) or (f) of Section 8 shall have occurred and be
continuing."
SECTION 3. OMNIBUS AMENDMENTS TO CERTAIN CREDIT DOCUMENTS.
Subject to the satisfaction of each of the conditions to effectiveness set forth
in Section 4 of this Amendment, Borrower and the Required Lenders hereby agree
to amend the Pledge Agreements referenced below as follows:
3.1 The definition of "Pledged Stock" in Section 1.1(b) of the
Subsidiary Pledge Agreement is hereby amended and restated to read as follows:
" "Pledged Stock": with respect to any Grantor, the shares of Capital
Stock listed on Schedule 1 opposite the name of such Grantor, together
with any other shares, stock certificates, options or rights of any
nature whatsoever in respect of the Capital Stock of any Subsidiary of
such Grantor, other than any Immaterial Subsidiary, that may be issued
to or granted to, or held by, such Grantor while this Agreement is in
effect; provided that if such Subsidiary is a Foreign Subsidiary or if
more than 65% of the assets of such Subsidiary are securities of
foreign companies (such determination to be made on the basis of fair
market value), no more than 65% of the total combined voting power of
the
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Capital Stock of such Subsidiary or any such other shares, stock
certificates, options or rights with respect thereto shall be "Pledged
Stock" hereunder."
3.2 Section 3.5(a) of the Subsidiary Pledge Agreement is hereby
amended and restated to read as follows:
"(a) The shares of Pledged Stock pledged by such Grantor
hereunder constitute all the issued and outstanding shares of all
classes of the Capital Stock of each Person owned by such Grantor that
are required to be pledged pursuant to subsection 6.10(a) and (b) of
the Credit Agreements."
3.3 The first sentence of Section 4.2(a) of the Subsidiary Pledge
Agreement is hereby amended and restated to read as follows:
"If such Grantor shall become entitled to receive or shall
receive any instruments, stock certificates (including, without
limitation, any certificate representing a stock dividend or a
distribution in connection with any reclassification, increase or
reduction of capital or any certificate issued in connection with any
reorganization), options or rights in respect of the Capital Stock of
any Issuer, whether in addition to, in substitution of, as a
conversion of, or in exchange for, any shares of the Pledged Stock, or
as a dividend or distribution thereunder, or otherwise in respect
thereof, and subject to the proviso of the definition of "Pledged
Stock" appearing in Section 1.1(b) of this Agreement, such Grantor
shall accept the same as agent for the Agents and the Lenders, hold
the same in trust for the Agents and the Lenders and promptly (and in
any event within 60 days) deliver the same forthwith to the
Administrative Agent in the exact form received, duly endorsed by such
Grantor to the Administrative Agent, if required, together with an
undated stock power or endorsement covering such certificate or
instrument, as applicable, duly executed in blank by such Grantor and
with, if the Administrative Agent so requests, signature guaranteed,
to be held by the Administrative Agent, subject to the terms hereof,
as additional collateral security for the Obligations."
3.4 The definition of "Pledged Stock" in Section 1.1(b) of the
Borrower Pledge Agreement is hereby amended and restated to read as follows:
" "Pledged Stock": the shares of Capital Stock listed on
Schedule 1, together with any other shares, stock certificates,
options or rights of any nature whatsoever in respect of the Capital
Stock of any Subsidiary of the Borrower, other than any Immaterial
Subsidiary, that may be issued or granted to, or held by, the Borrower
while this Agreement is in effect; provided that if such Subsidiary is
a Foreign Subsidiary or if more than 65% of the assets of such
Subsidiary are securities of foreign companies (such determination to
be made on the basis of fair market value), no more than 65% of the
total combined voting power of the Capital Stock of such Subsidiary or
any such other shares, stock certificates, options or rights with
respect thereto shall be "Pledged Stock" hereunder."
3.5 Section 3.4(a) of the Borrower Pledge Agreement is hereby
amended and restated to read as follows:
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"(a) The shares of Pledged Stock pledged by the Borrower
hereunder constitute all the issued and outstanding shares of all
classes of the Capital Stock of each Person owned by the Borrower that
are required to be pledged pursuant to subsection 6.10(a) and (b) of
the Credit Agreements."
3.6 The first sentence of Section 4.2(a) of the Borrower Pledge
Agreement is amended and restated to read as follows:
"If the Borrower shall become entitled to receive or shall
receive any instruments, stock certificates (including, without
limitation, any certificate representing a stock dividend or a
distribution in connection with any reclassification, increase or
reduction of capital or any certificate issued in connection with any
reorganization), options or rights in respect of the Capital Stock of
any Issuer, whether in addition to, in substitution of, as a
conversion of, or in exchange for, any shares of the Pledged Stock, or
as a dividend or distribution thereunder, or otherwise in respect
thereof, and subject to the proviso to the definition of "Pledged
Stock" appearing in Section 1.1(b) of this Agreement, the Borrower
shall accept the same as agent for the Agents and the Lenders, hold
the same in trust for the Agents and the Lenders and promptly (and in
any event within 60 days) deliver the same forthwith to the
Administrative Agent in the exact form received, duly endorsed by the
Borrower to the Administrative Agent, if required, together with an
undated stock power or endorsement covering such certificate or
instrument, as applicable, duly executed in blank by the Borrower and
with, if the Administrative Agent so requests, signature guaranteed,
to be held by the Administrative Agent, subject to the terms hereof,
as additional collateral security for the Obligations."
3.7 The Borrower LLC Pledge Agreement as of January 11, 2002
between Borrower as the Administrative Agent is hereby amended by deleting the
term "L-3 Communications TCAS, LLC" each place it appears therein and inserting
"Aviation Communications & Surveillance Systems, LLC" in place thereof.
SECTION 4. CONDITIONS TO EFFECTIVENESS. The provisions of Sections 1,
2 and 3 of this Amendment shall be deemed effective as of the date when each of
the following conditions have been satisfied (such effective date occurring upon
satisfaction of such conditions being referred to herein as the "AMENDMENT
EFFECTIVE DATE"):
4.1 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;
4.2 The Required Lenders shall have delivered to the
Administrative Agent an executed original or facsimile of a counterpart of this
Amendment;
4.3 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;
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4.4 The representations and warranties contained in Section 5
hereof shall be true and correct in all respects; and
4.5 All conditions to effectiveness set forth in Sections 6.1, 6.
2, 6.3 and 6.4 in the Consent, Waiver and Omnibus Amendment Regarding Second
Amended and Restated 364 Day Credit Agreement of even date herewith shall have
been satisfied.
SECTION 5. 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:
5.1 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.
5.2 Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 4 of the
Credit Agreement, after giving effect to the consents, waivers and amendments
contained in Sections 1, 2, and 3 of this Amendment, are and will be true,
correct and complete in all material respects on and as of the Amendment
Effective Date, to the same extent as though made on and as of such date, except
that no representation or warranty is given with respect to the Capital Stock of
any of the Additional Entities set forth on Annex 1.2 and except to the extent
such representations and warranties specifically relate to an earlier date, in
which case they were true, correct and complete in all material respects on and
as of such earlier date.
5.3 Absence of Default and Setoff. No event has occurred and is
continuing or will result from the consummation of the transactions contemplated
by this Amendment that constitutes a Default or an Event of Default and no
defense, setoff or counterclaim of any kind, nature or description exists to the
payment and performance of the obligations owing by Borrower to the Agents and
the Lenders.
SECTION 6. MISCELLANEOUS.
6.1 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.
6.2 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.
6.3 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.
6.4 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.
6.5 Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. Except for the terms of Sections 1, 2 and 3 hereof (which shall
only become effective on the Amendment Effective Date), this Amendment shall
become effective upon the execution of a counterpart hereof by the Borrower and
the Required Lenders and receipt by the Borrower and the Administrative Agent of
written or telephonic notification of such execution and authorization of
delivery thereof.
[SIGNATURE PAGES FOLLOW]
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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:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
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Title:
BANK OF AMERICA, N.A.,
as a Lender
By:
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Title:
▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as Documentation Agent, Syndication Agent
and as a Lender
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT
REGARDING THIRD AMENDED AND RESTATED 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 February 25, 2003
AMI INSTRUMENTS, INC.
APCOM, INC.
ATLANTIC SCIENCE AND TECHNOLOGY CORPORATION
CELERITY SYSTEMS INCORPORATED
▇▇▇▇▇▇▇ RESEARCH CORPORATION
EER SYSTEMS, INC.
ELECTRODYNAMICS, INC.
▇▇▇▇▇▇▇▇, INC.
HYGIENETICS ENVIRONMENTAL SERVICES, INC.
INTERSTATE ELECTRONICS CORPORATION
KDI PRECISION PRODUCTS, INC.
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS ANALYTICS CORPORATION
L-3 COMMUNICATIONS AYDIN CORPORATION
L-3 COMMUNICATIONS DBS MICROWAVE, INC.
L-3 COMMUNICATIONS ESSCO, INC.
L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
L-3 COMMUNICATIONS INVESTMENTS INC.
L-3 COMMUNICATIONS SPD TECHNOLOGIES INC.
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.
MCTI ACQUISITION CORPORATION
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED
MICRODYNE CORPORATION
MICRODYNE OUTSOURCING INCORPORATED
MPRI, INC.
PAC ORD, INC.
POWER PARAGON, INC.
SOUTHERN CALIFORNIA MICROWAVE INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD HOLDINGS, INC.
SPD SWITCHGEAR, INC.
By:
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT, WAIVER AND OMNIBUS
AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
By:
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Person
[SIGNATURE PAGES TO GUARANTORS' ACKNOWLEDGMENT TO CONSENT, WAIVER AND OMNIBUS
AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
THE BANK OF NEW YORK
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
BANK ONE, N.A. (Main Office Chicago)
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
FLEET NATIONAL BANK
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
CREDIT LYONNAIS NEW YORK BRANCH
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
WACHOVIA BANK NATIONAL ASSOCIATION
(f/k/a First Union Commercial Corporation)
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
HSBC BANK USA
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED 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 CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
COMERICA BANK
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
CREDIT INDUSTRIEL ET
COMMERCIAL
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
BARCLAYS BANK PLC
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
RZB FINANCE LLC
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
ERSTE BANK, NEW YORK
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
THE MITSUBISHI TRUST AND BANKING CORPORATION
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
SOCIETE GENERALE
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
SUNTRUST BANK
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
▇▇▇▇▇▇▇ BANK
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
THE BANK OF NOVA SCOTIA
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
CREDIT SUISSE FIRST BOSTON
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
MIZUHO HOLDINGS, INC.
(successor to The Fuji Bank, Limited, The Dai-Ichi
Kanho Bank, Ltd. and The Industrial Bank of Japan,
Limited)
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
FORTIS BANK
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:
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Title:
[SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING
THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
SCHEDULE 4.14 - SUBSIDIARIES
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L-3 COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES
AS OF FEBRUARY 20, 2003
L-3 Communications Holdings, Inc.
L-3 Communications Corporation
AMI Instruments, Inc.
Aviation Communications & Surveillance Systems, LLC (70%)
ACSS - NZSC Limited (70%)
Honeywell TCAS Inc. (70%)
C3-ilex, LLC (25.2%)
Delsub, Inc.
Digital Technics, L.L.C.
Digital Technics, L.P. (25% + 75%)
EER Systems, Inc.
Electrodynamics, Inc.
Hygienetics Environmental Services, Inc.
▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Corporation
Interstate Electronics Corporation
KDI Precision Products, Inc.
L-3 Canada Acquisition Inc.
Wescam Inc.
1374474 Ontario Inc.
1415645 Ontario Inc.
3052893 Nova Scotia Company
Applied Physics Specialties Ltd.
1179023 Ontario Ltd
3033544 Nova Scotia Company
Film Europe Limited (20%)
Mosaic Mapping Inc. (14%)
New Vision Group Inc. (10%)
Wescam Asia Pte Ltd (50%)
Wescam Europe Limited (96.9%)
Wescam Financial (U.S.A.) LLC (99.9% + .1%)
Wescam Holdings (US) Inc. (94.3% + 5.7%)
Broadcast Sports Inc.
Troll Technology Corp
Wescam Incorporated
Wescam Air Ops Inc.
Wescam Air Ops LLC
Wescam Sonoma Inc.
Wescam LLC
L-3 Communications AIS GP Corporation
L-3 Communications Intergrated Systems L.P. (1%+99%)
L-3 Communications Analytics Corporation
Kapos Associates Inc.
L-3 Communications Atlantic Science & Technology Corporation
▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Proprietary Limited
L-3 Communications Australia Pty Ltd
L-3 Communications Aydin Corporation
Sched. 4.14 - 1
L-3 COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES - CONTINUED
AS OF FEBRUARY 20, 2003
Aydin Foreign Sales Limited
Aydin S.A. (19%)
L-3 Communications Global Network Solutions U.K. Ltd.
L-3 Communications Investments Inc.
Aydin Yazilim ve Elektronik Sanayi A.S. (40%)
▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
Spar Aerospace Limited
3023001 Canada Inc.
▇▇▇▇▇▇▇ Aerospace Inc.
International Aerospace Management Company Scrl (20%)
Sovcan Star Satellite Communications Inc. (34%)
Spar Aviation Services (U.S.) Limited
L-3 Communications ESSCO, Inc.
Electronic Space Systems International Corp.
Electronic Space Systems (UK) Limited (90%)
ESSCO ▇▇▇▇▇▇▇ Limited (99.99%)
L-3 Communications Holding GmbH
L-3 Communications ELAC Nautik GmbH
Arbeitsmedizinische Betreungsgesellschaft ▇▇▇▇▇▇ Bertriebe mbH (50%)
ELAC Nautik Unterstutzungskasse GmbH
Power Paragon (Deutschland) Holding GmbH (99% +1%)
EuroAtlas Gesellschaft fur Leistungselektronik mbH
JovyAtlas Elektrische Umformtechnik GmbH
Astrid Energy Enterprises S.R.L (10%)
▇▇▇▇▇ Safety Test Solutions GmbH
PMM Costruzioni Electtroniche Centro Misure Radioelettriche S.r.l. (98%)
EMC S.r.l. (33%)
▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Limited
L-3 Communications ILEX Systems, Inc.
ITel Solutions, LLC (50%)
Telos Corporation
▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation
L-3 Communications Malaysia Sdn. Bhd.
L-3 Communications Secure Information Technology, Inc.
L-3 Communications Security and Detection Systems Corporation California
L-3 Communications Security and Detection Systems Corporation Delaware
L-3 Communications Security Systems Corporation
L-3 Communications SPD Technologies, Inc.
SPD Holdings, Inc.
▇▇▇▇▇▇▇▇ Inc.
Pac Ord Inc.
Power Paragon, Inc.
SPD Electrical Systems, Inc.
SPD Switchgear Inc.
L-3 Communications Storm Control Systems, Inc.
L-3 Communications TMA Corporation
L-3 Communications U.K. Ltd.
Storm Control Systems Limited
L-3 Communications Westwood Corporation
L-3 Satellite Networks, LLC
Sched. 4.14 - 2
L-3 COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES - CONTINUED
AS OF FEBRUARY 20, 2003
LogiMetrics, Inc. (55%)
Logimetrics FSC, Inc. (55%)
mmTECH, INC. (55%)
L-Tres Comunicaciones Costa Rica, S.A.
Medical Education Technologies, Inc. (31.67%)
Microdyne Corporation
Microdyne Communications Technologies Incorporated
MCTI Acquisition Corporation
Apcom, Inc.
Celerity Systems Incorporated
Microdyne Ltd.
Microdyne Outsourcing Incorporated
MPRI, Inc.
Ship Analytics, Inc.
Ship Analytics International, Inc.
Ship Analytics USA, Inc.
Southern California Microwave, Inc.
SYColeman Corporation
TrexCom (Asia) PTE, Ltd.
Wolf Coach, Inc.
Sched. 4.14 - 3
ANNEX 1.2 - ADDITIONAL ENTITIES
-------------------------------
----------------- ----------------------------------------- ------------ ---------------------------------
NO. SUBSIDIARY STATE OF PARENT COMPANY
ORG.
----------------- ----------------------------------------- ------------ ---------------------------------
1 Ship Analytics, Inc. CT MPRI, Inc.
----------------- ----------------------------------------- ------------ ---------------------------------
2 Ship Analytics USA, Inc. CT Analytics
----------------- ----------------------------------------- ------------ ---------------------------------
3 Ship Analytics International, Inc. DE Analytics
----------------- ----------------------------------------- ------------ ---------------------------------
4 Wescam Sonoma Inc. CA Wescam Holdings
----------------- ----------------------------------------- ------------ ---------------------------------
5 Wescam Air Ops Inc. DE Incorporated
----------------- ----------------------------------------- ------------ ---------------------------------
6 Wescam Incorporated FL Wescam Holdings
----------------- ----------------------------------------- ------------ ---------------------------------
7 Wescam Holdings (US) Inc. DE Borrower
----------------- ----------------------------------------- ------------ ---------------------------------
8 Troll Technology Corporation CA Wescam Holdings
----------------- ----------------------------------------- ------------ ---------------------------------
9 Broadcast Sports Inc. DE Wescam Holdings
----------------- ----------------------------------------- ------------ ---------------------------------
10 L-3 Communications TMA Corporation VA Borrower
----------------- ----------------------------------------- ------------ ---------------------------------
11 L-3 Communications Security and CA Borrower
Detection Systems Corporation California
----------------- ----------------------------------------- ------------ ---------------------------------
12 L-3 Communications Security and DE Borrower
Detection Systems Corporation Delaware
----------------- ----------------------------------------- ------------ ---------------------------------
▇▇ ▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ Borrower
----------------- ----------------------------------------- ------------ ---------------------------------
14 L-3 Communications Westwood Corporation NV Borrower
----------------- ----------------------------------------- ------------ ---------------------------------
15 Aviation Communications & Surveillance DE Borrower
Systems, LLC
----------------- ----------------------------------------- ------------ ---------------------------------
16 Telos Corporation CA L-3 Communications ILEX Systems
----------------- ----------------------------------------- ------------ ---------------------------------
17 Wolf Coach, Inc. MA Borrower
----------------- ----------------------------------------- ------------ ---------------------------------
18 Wescam Air Ops LLC DE Incorporated
----------------- ----------------------------------------- ------------ ---------------------------------
19 Wescam LLC DE Borrower
----------------- ----------------------------------------- ------------ ---------------------------------
ANNEX 1.2 - 1