EXHIBIT 10.74
EXECUTION VERSION
RESALE REGISTRATION RIGHTS AGREEMENT
AMONG
L-3 COMMUNICATIONS HOLDINGS, INC.,
THE COMPANY
AND
THE GUARANTORS LISTED ON THE SIGNATURE PAGE HERETO
AND
▇▇▇▇▇▇ BROTHERS INC.
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
CREDIT SUISSE FIRST BOSTON LLC
BANC OF AMERICA SECURITIES LLC
As the Representatives
DATED AS OF JULY 29, 2005
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of July 29, 2005
between L-3 Communications Holdings, Inc., a Delaware corporation (together with
any successor entity, herein referred to as the "Company"), and the guarantors
listed on the signature page hereto (the "Guarantors"), and ▇▇▇▇▇▇ Brothers
Inc., Bear, ▇▇▇▇▇▇▇ & Co. Inc., Credit Suisse First Boston LLC and Banc of
America Securities LLC, as representatives (the "Representatives") of the
several Initial Purchasers as listed in Schedule 1 of the Purchase Agreement (as
defined below)(the "Initial Purchasers").
Pursuant to the Purchase Agreement, dated July 27, 2005, among the
Company, the Guarantors and the Initial Purchasers (the "Purchase Agreement"),
the Initial Purchasers have agreed to purchase from the Company up to
$600,000,000 ($700,000,000 if the Initial Purchasers exercise their option to
purchase additional CODES in full) in aggregate principal amount of the
Company's 3.0% Convertible Contingent Debt Securities due 2035 ("CODES"). The
CODES will be convertible into fully paid, nonassessable shares of common stock,
par value $0.01 per share, of the Company (the "Common Stock") on the terms, and
subject to the conditions, set forth in the Indenture (as defined herein). To
induce the Initial Purchasers to purchase the CODES, the Company and the
Guarantors have agreed to provide the registration rights set forth in this
Agreement pursuant to Section 3(i) of the Purchase Agreement.
The parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following capitalized
terms shall have the following meanings:
Additional Interest: As defined in Section 3(a) hereof.
Additional Interest Payment Date: Each Interest Payment Date.
Advice: As defined in Section 4(c)(ii) hereof.
Affiliate: As such term is defined in Rule 405 under the Securities Act.
Agreement: This Resale Registration Rights Agreement.
Blue Sky Application: As defined in Section 6(a) hereof.
Broker-Dealer: Any broker or dealer registered under the Exchange Act.
Business Day: A day other than a Saturday or Sunday or any federal holiday
in the United States
Closing Date: The date of this Agreement.
CODES: As defined in the preamble hereto.
Commission: Securities and Exchange Commission.
Common Stock: As defined in the preamble hereto.
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Company: As defined in the preamble hereto.
Effectiveness Period: As defined in Section 2(a)(iii) hereof.
Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.
Exchange Act: Securities Exchange Act of 1934, as amended.
Filing Deadline: As defined in Section 2(a)(i) hereof.
Holder: A Person who owns, beneficially or otherwise, Transfer Restricted
Securities.
Indemnified Holder: As defined in Section 6(a) hereof.
Indenture: The Indenture, dated as of July 29, 2005, among the Company, the
Guarantors and The Bank of New York, as trustee (the "Trustee"), pursuant
to which the CODES are to be issued, as such Indenture is amended, modified
or supplemented from time to time in accordance with the terms thereof.
Initial Purchasers: As defined in the preamble hereto.
Interest Payment Date: As defined in the Indenture.
Majority of Holders: Holders holding 50% in aggregate principal amount of
the CODES outstanding at the time of determination of the Majority of
Holders; provided, however, that, for purposes of this definition, a holder
of shares of Common Stock which constitute Transfer Restricted Securities
that were previously issued upon conversion of CODES shall be deemed to
hold an aggregate principal amount of CODES (in addition to the principal
amount of CODES held by such holder) equal to the product of (x) the number
of such shares of Common Stock held by such holder and (y) the prevailing
conversion price, such prevailing conversion price as determined in
accordance with Section 12 of the Indenture.
NASD: National Association of Securities Dealers, Inc.
Notice and Questionnaire: The Notice of Registration Statement and Selling
Security Holder Election and Questionnaire in substantially the form
attached as Exhibit A to the Offering Memorandum for the CODES, including
the Notice of Transfer Pursuant to Registration Statement in substantially
the form attached hereto as Exhibit 1.
Person: An individual, partnership, corporation, unincorporated
organization, trust, joint venture or a government or agency or political
subdivision thereof.
Prospectus: The prospectus included in a Registration Statement, as amended
or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated
by reference into such Prospectus.
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Questionnaire Deadline: As defined in Section 2(b) hereof.
Record Holder: With respect to any Additional Interest Payment Date, each
Person who is a Holder on the record date with respect to the Interest
Payment Date on which such Additional Interest Payment Date shall occur.
Registration Default: As defined in Section 3(a) hereof.
Registration Statement: As defined in Section 2(a)(i) hereof.
Sale Notice: As defined in Section 4(e) hereof.
Securities Act: Securities Act of 1933, as amended.
Suspension Period. As defined in Section 4(b)(i) hereof.
TIA: Trust Indenture Act of 1939, as in effect on the date the Indenture is
qualified under the TIA.
Transfer Restricted Securities: Each CODES, the guarantees thereof and each
share of Common Stock issued upon conversion of CODES until the earliest to
occur of:
(i) the date on which such CODES or such share of Common Stock
issued upon conversion has been effectively registered under the
Securities Act and disposed of in accordance with the Registration
Statement;
(ii) the date on which such CODES or such share of Common Stock
issued upon conversion (A) has been transferred in compliance with
Rule 144 under the Securities Act, (B) may be sold or transferred
pursuant to Rule 144 under the Securities Act without regard to the
volume limitations thereof (or any other similar provision then in
force) or (C) two years following the last date of original issuance
of the CODES; and
(iii) the date on which such CODES or such share of Common Stock
issued upon conversion ceases to be outstanding (whether as a result
of redemption, repurchase and cancellation, conversion or otherwise).
Underwritten Registration or Underwritten Offering: A registration in which
securities of the Company are sold to an underwriter for reoffering to the
public.
2. Registration.
(a) The Company and the Guarantors shall:
(i) not later than 120 days after the earliest date of original
issuance of any of the CODES (the "Filing Deadline"), cause a shelf
registration statement to be filed pursuant to Rule 415 under the
Securities Act (the "Registration Statement"), which Registration
Statement shall provide for resales of all Transfer
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Restricted Securities held by Holders that have provided the
information required pursuant to the terms of Section 2(b) hereof;
(ii) use all commercially reasonable efforts to cause the
Registration Statement to be declared effective by the Commission as
promptly as is practicable, but in no event later than 210 days after
the earliest date of original issuance of any of the CODES (the
"Effectiveness Target Date"); and
(iii) use all commercially reasonable efforts to keep the
Registration Statement continuously effective, supplemented and
amended as required by the provisions of Section 4(b) hereof to the
extent necessary to ensure that: (A) it is available for resales by
the Holders of Transfer Restricted Securities entitled to the benefit
of this Agreement and (B) conforms with the requirements of this
Agreement and the Securities Act and the rules and regulations of the
Commission promulgated thereunder as announced from time to time, for
a period (the "Effectiveness Period") of:
(1) two years following the last date of original
issuance of the CODES; or
(2) such shorter period that will terminate when (x)
all of the Holders of Transfer Restricted Securities (other
than the Company and its Affiliates) are able to sell all
Transfer Restricted Securities pursuant to Rule 144(k) under
the Securities Act or any successor rule thereto, (y) when
all Transfer Restricted Securities have ceased to be
outstanding (whether as a result of redemption, repurchase
and cancellation, conversion or otherwise) or (z) all
Transfer Restricted Securities registered under the
Registration Statement have been sold pursuant thereto.
(b) To have its Transfer Restricted Securities included in the Shelf
Registration Statement pursuant to this Agreement, each Holder shall complete
the Selling Securityholder Notice and Questionnaire, the form of which is
contained in Annex A to the Offering Memorandum relating to the Securities (the
"QUESTIONNAIRE"). The Issuer shall mail the Questionnaire to each Holder not
less than 20 Business Days (but not more than 40 Business Days) prior to the
time the Issuer intends in good faith to have the Shelf Registration Statement
declared effective by the Commission. Holders are required to complete and
deliver the Questionnaire to the Issuer within 10 Business Days prior to the
effectiveness of the Registration Statement (the "QUESTIONNAIRE DEADLINE") so
that they may be named as selling securityholders in the Prospectus at the time
that the Shelf Registration Statement is declared effective. Holders who have
not delivered a Questionnaire prior to the effectiveness of the Shelf
Registration Statement may receive a Questionnaire from the Issuer upon request.
Upon receipt of a Questionnaire from a Holder on or prior to the Questionnaire
Deadline, the Issuer shall include such Holder's Transfer Restricted Securities
in the Shelf Registration Statement and the Prospectus. In addition, promptly
upon the request of a Holder given to the Issuer at any time, the Issuer shall
deliver a Questionnaire to such Holder. Any Holder that does not complete and
deliver a Questionnaire prior to the Questionnaire Deadline may not be named as
a selling
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securityholder in the Shelf Registration Statement at the time that it
is declared effective. Upon receipt of a completed Questionnaire from a Holder
who did not complete and deliver a Questionnaire prior to the Questionnaire
Deadline, the Issuer and the Guarantors shall, within 20 Business Days of such
receipt, file such supplements to a related Prospectus as are necessary to
permit such Holder to be named as a selling security holder in the Prospectus.
Notwithstanding anything in this section, the Company will not be required to
add selling securityholders if it would be required to file a post-effective
amendment to the registration statement.
No Holder of Transfer Restricted Securities shall be entitled to
Additional Interest pursuant to Section 3 hereof unless such Holder shall have
provided all such reasonably requested information prior to or on the
Questionnaire Deadline. Each Holder as to which the Registration Statement is
being effected agrees to furnish promptly to the Company all information
required to be disclosed in order to make information previously furnished to
the Company by such Holder not materially misleading.
3. Additional Interest.
(a) If:
(i) the Registration Statement is not filed with the Commission
prior to or on the Filing Deadline;
(ii) the Registration Statement has not been declared effective
by the Commission prior to or on the Effectiveness Target Date;
(iii) subject to the provisions of Section 4(b)(i) hereof, the
Registration Statement is filed and declared effective but, during the
Effectiveness Period, shall thereafter cease to be effective or fail
to be usable for its intended purpose without being succeeded within
five Business Days by a post-effective amendment to the Registration
Statement or a report filed with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure
and, in the case of a post-effective amendment, is itself immediately
declared effective; or
(iv) (A) prior to or on the 45th or 60th day, as the case may be,
of any Suspension Period, such suspension has not been terminated or
(B) the Suspension Periods exceed an aggregate of 90 days in any
360-day period,
(each such event referred to in foregoing clauses (i) through (iv), a
"Registration Default"), the Company and the Guarantors jointly and severally
hereby agree to pay Additional Interest ("Additional Interest") with respect to
the Transfer Restricted Securities from and including the day following the
Registration Default to but excluding the day on which the Registration Default
has been cured which shall accrue as follows:
(A) in respect of the CODES, to each holder of CODES, (x)
during the first 90-day period during which a Registration
Default shall have occurred and be continuing, at the rate of an
additional 0.25% of the principal amount of the CODES per year,
and (y) during the period
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commencing on the 91st day following the day the Registration
Default shall have occurred and be continuing, at the rate of an
additional 0.50% of the principal amount of the CODES per year;
provided that in no event shall Additional Interest accrue at a
rate per year exceeding 0.50% of the principal amount of the
CODES; and
(B) no Additional Interest shall be payable on any CODES
that have been converted into shares of Common Stock.
(b) All accrued Additional Interest shall be paid in arrears to Record
Holders by the Company or the Guarantors on each Additional Interest Payment
Date by wire transfer of immediately available funds. Following the cure of all
Registration Defaults relating to any particular Note or share of Common Stock
issued upon conversion of CODES, the accrual of Additional Interest with respect
to such CODES or such share of Common Stock shall cease.
All obligations of the Company and the Guarantors to pay Additional
Interest set forth in this Section 3 with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such
Transfer Restricted Security shall have been satisfied in full provided,
however, that the Additional Interest shall cease to accrue on the day
immediately prior to the date such Transfer Restricted Securities cease to be
Transfer Restricted Securities.
The Additional Interest set forth above shall be the exclusive
monetary remedy available to the Holders of Transfer Restricted Securities for
Registration Defaults.
4. Registration Procedures.
(a) In connection with the Registration Statement, the Company and the
Guarantors shall comply with all the provisions of Section 4(b) hereof and shall
use all reasonable efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended method
or methods of distribution thereof, and pursuant thereto, shall prepare and file
with the Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act.
(b) In connection with the Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted
Securities, the Company and the Guarantors shall:
(i) Subject to any notice by the Company and the Guarantors in
accordance with this Section 4(b) of the existence of any fact or
event of the kind described in Section 4(b)(iii)(D), use its
reasonable efforts to keep the Registration Statement continuously
effective during the Effectiveness Period; upon the occurrence of any
event that would cause any the Registration Statement or the
Prospectus contained therein (A) to contain a material misstatement or
omission or (B) not be effective and usable for the resale of Transfer
Restricted Securities during the Effectiveness Period, the Company and
the Guarantors shall file promptly an appropriate amendment to the
Registration Statement or a report filed with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the
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Exchange Act, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or
(B), use all reasonable efforts to cause such amendment to be declared
effective and the Registration Statement and the related Prospectus to
become usable for their intended purposes as soon as practicable
thereafter. Notwithstanding the foregoing, the Company and the
Guarantors may suspend the effectiveness of the Registration Statement
by written notice to the Holders for a period not to exceed an
aggregate of 45 days in any 90-day period (each such period, a
"Suspension Period") and not to exceed an aggregate of 90 days in any
360-day period if:
(x) an event occurs and is continuing as a result of which
the Registration Statement would, in the Company's and the
Guarantors' reasonable judgment, contain an untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and
(y) the Company and the Guarantors reasonably determine that
the disclosure of such event at such time would have a material
adverse effect on the business of the Company and the Guarantors
(and their subsidiaries, if any, taken as a whole);
provided, however, that in the event the disclosure relates to a
previously undisclosed proposed or pending material business
transaction, the disclosure of which would impede the Company's and
the Guarantors' ability to consummate such transaction, the Company
and the Guarantors may extend a Suspension Period from 45 days to 60
days.
(ii) Prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement as may be
necessary to keep the Registration Statement effective during the
Effectiveness Period; cause the Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully
with the applicable provisions of Rules 424 and 430A under the
Securities Act in a timely manner; and comply with the provisions of
the Securities Act with respect to the disposition of all securities
covered by the Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the
sellers thereof set forth in the Registration Statement or supplement
to the Prospectus; provided, however, that in no event will such
method(s) of distribution take the form of an Underwritten Offering
without the prior written agreement of the Company.
(iii) Advise the underwriter(s), if any, and selling Holders
promptly (but in any event within five Business Days) and, if
requested by such Persons, to confirm such advice in writing:
(A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the
Registration
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Statement or any post-effective amendment thereto, when the same
has become effective,
(B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the
Prospectus or for additional information relating thereto,
(C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under
the Securities Act or of the suspension by any state securities
commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes,
or
(D) of the existence of any fact or the happening of any
event, during the Effectiveness Period, that makes any statement
of a material fact made in the Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document
incorporated by reference therein untrue, or that requires the
making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements
therein not misleading.
Each Holder of this Security, by accepting the same, agrees to hold
any communication from the Company and the Guarantors pursuant to this
paragraph 4(b)(iii) in confidence.
(iv) If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any
state securities commission or other regulatory authority shall issue
an order suspending the qualification or exemption from qualification
of the Transfer Restricted Securities under state securities or Blue
Sky laws, use its reasonable efforts to obtain the withdrawal or
lifting of such order at the earliest possible time.
(v) Furnish to each of the selling Holders and each of the
underwriter(s), if any, before filing with the Commission, a copy of
the Registration Statement and copies of any Prospectus included
therein (other than documents incorporated by reference after the
initial filing of the Registration Statement), which documents will be
subject to the review of such Holders and underwriter(s), if any, for
a period of at least ten Business Days, and the Company and the
Guarantors will not file the Registration Statement or Prospectus
(other than documents incorporated by reference) to which a selling
Holder of Transfer Restricted Securities covered by the Registration
Statement or the underwriter(s), if any, shall reasonably object
within five Business Days after the receipt thereof. The Company and
the Guarantors shall also furnish to each of the selling Holders and
each of the underwriter(s), if any, before filing with the Commission,
if reasonably practicable, or otherwise promptly after filing with the
Commission, copies of any amendments to the Registration Statement or
supplements to the
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Prospectus (other than documents incorporated by reference after the
initial filing of the Registration Statement), and to make the
Company's and the Guarantors' representatives available for discussion
of such amendments or supplements and make such changes in such
amendments or supplements prior to the filing thereof, if reasonably
practicable, or prepare and file further amendments or supplements, as
the selling Holders or underwriter(s), if any, may reasonably request.
A selling Holder or underwriter, if any, shall be deemed to have
reasonably objected to such filing if the Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be
filed, contains a material misstatement or omission.
(vi) Make available at reasonable times for inspection by one or
more representatives of the selling Holders, designated in writing by
a Majority of Holders whose Transfer Restricted Securities are
included in the Registration Statement, any underwriter participating
in any distribution pursuant to the Registration Statement, and any
attorney or accountant retained by such selling Holders or any of the
underwriter(s), all financial and other records, pertinent corporate
documents and properties of the Company and the Guarantors as shall be
reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the Company's and the
Guarantors' officers, directors, managers and employees to supply all
information reasonably requested by any such representative or
representatives of the selling Holders, underwriter, attorney or
accountant in connection with the Registration Statement after the
filing thereof and before its effectiveness; provided, however, that
any information designated by the Company as confidential at the time
of delivery of such information shall be kept confidential by the
recipient thereof; provided further, that in no event shall the
Company be required to furnish any material nonpublic information
pursuant to this subsection (vi).
(vii) If reasonably requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in the Registration
Statement or Prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may request to have included therein,
including, without limitation: (A) information relating to the "Plan
of Distribution" of the Transfer Restricted Securities, (B)
information with respect to the principal amount of CODES or number of
shares of Common Stock being sold to such underwriter(s), (C) the
purchase price being paid therefor and (D) any other terms of the
offering of the Transfer Restricted Securities to be sold in such
offering; provided, however, that with respect to any information
requested for inclusion by a selling Holder, this clause (vii) shall
apply only to such information that relates to the Transfer Restricted
Securities to be sold by such selling Holder; and make all required
filings of such Prospectus supplement or post-effective amendment as
soon as reasonably practicable after the Company is notified of the
matters to be incorporated in such Prospectus supplement or
post-effective amendment.
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(viii) Furnish to each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of
each amendment thereto (and any documents incorporated by reference
therein or exhibits thereto (or exhibits incorporated in such exhibits
by reference) as such Person may request).
(ix) Deliver to each selling Holder and each of the
underwriter(s), if any, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment
or supplement thereto as such Persons reasonably may request; subject
to any notice by the Company in accordance with this Section 4(b) of
the existence of any fact or event of the kind described in Section
4(b)(iii)(D), the Company and the Guarantors hereby consent to the use
of the Prospectus and any amendment or supplement thereto by each of
the selling Holders and each of the underwriter(s), if any, in
connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement
thereto.
(x) If an underwriting agreement is entered into and the
registration is an Underwritten Registration, the Company and the
Guarantors shall:
(A) upon request, furnish to each underwriter and, in the
case of clause (1), to each selling Holder, in such substance and
scope as they may reasonably request and as are customarily made
by issuers to underwriters in primary underwritten offerings,
upon the date of closing of any sale of Transfer Restricted
Securities in an Underwritten Registration:
(1) a certificate, dated the date of such closing,
signed by the Chief Financial Officer of the Company and
each of the Guarantors confirming, as of the date thereof,
the matters set forth in Section 5(h) of the Purchase
Agreement and such other matters as such parties may
reasonably request;
(2) opinions, each dated the date of such closing, of
counsel to the Company covering such of the matters as are
customarily covered in legal opinions to underwriters in
connection with primary underwritten offerings of
securities; and
(3) customary comfort letters, dated the date of such
closing, from the Company's independent accountants (and
from any other accountants whose report is contained or
incorporated by reference in the Registration Statement), in
the customary form and covering matters of the type
customarily covered in comfort letters to underwriters in
connection with primary underwritten offerings of
securities;
(B) set forth in full in the underwriting agreement, if any,
indemnification provisions and procedures which provide rights no
less
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protective than those set forth in Section 6 hereof with respect
to all parties to be indemnified by the Company and the
Guarantors; and
(C) deliver such other documents and certificates as may be
reasonably requested by such parties to evidence compliance with
clause (A) above and with any customary conditions contained in
the underwriting agreement or other agreement entered into by the
selling Holders pursuant to this clause (x).
(xi) Before any public offering of Transfer Restricted
Securities, cooperate with the selling Holders, the underwriter(s), if
any, and their respective counsel in connection with the registration
and qualification of the Transfer Restricted Securities under the
securities or Blue Sky laws of such jurisdictions as the selling
Holders or underwriter(s), if any, may reasonably request and do any
and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted
Securities covered by the Registration Statement; provided, however,
that the Company and the Guarantors shall not be required (A) to
register or qualify as a foreign corporation or a dealer of securities
where it is not now so qualified or to take any action that would
subject it to the service of process in any jurisdiction where it is
not now so subject or (B) to subject themselves to taxation in any
such jurisdiction if they are not now so subject.
(xii) Cooperate with the selling Holders and the underwriter(s),
if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold
and not bearing any restrictive legends (unless required by applicable
securities laws) and enable such Transfer Restricted Securities to be
in such denominations and registered in such names as the Holders or
the underwriter(s), if any, may request at least two Business Days
before any sale of Transfer Restricted Securities made by such
underwriter(s).
(xiii) Use all reasonable efforts to cause the Transfer
Restricted Securities covered by the Registration Statement to be
registered with or approved by such other U.S. governmental agencies
or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter(s), if any, to consummate the disposition
of such Transfer Restricted Securities.
(xiv) Subject to Section 4(b)(i) hereof, if any fact or event
contemplated by Section 4(b)(iii)(D) hereof shall exist or have
occurred, use all reasonable efforts to prepare a supplement or
post-effective amendment to the Registration Statement or related
Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the
purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading.
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(xv) Provide CUSIP numbers for all Transfer Restricted Securities
not later than the effective date of the Registration Statement and
provide the Trustee under the Indenture with certificates for the
CODES that are in a form eligible for deposit with The Depository
Trust Company.
(xvi) Cooperate and assist in any filings required to be made
with the NASD and in the performance of any due diligence
investigation by any underwriter that is required to be retained in
accordance with the rules and regulations of the NASD.
(xvii) Otherwise use their best efforts to comply with all
applicable rules and regulations of the Commission and all reporting
requirements under the rules and regulations of the Exchange Act.
(xviii) Cause the Indenture to be qualified under the TIA not
later than the effective date of the Registration Statement required
by this Agreement, and, in connection therewith, cooperate with the
Trustee and the holders of CODES to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the TIA, and execute and use all
reasonable efforts to cause the Trustee thereunder to execute all
documents that may be required to effect such changes and all other
forms and documents required to be filed with the Commission to enable
such Indenture to be so qualified in a timely manner.
(xix) Cause all Transfer Restricted Securities covered by the
Registration Statement to be listed or quoted, as the case may be, on
each securities exchange or automated quotation system on which
similar securities issued by the Company are then listed or quoted.
(xx) Provide promptly to each Holder upon written request each
document filed with the Commission pursuant to the requirements of
Section 13 and Section 15 of the Exchange Act after the effective date
of the Registration Statement.
(xxi) If reasonably requested by the underwriters, if any, make
appropriate officers of the Company and the Guarantors reasonably
available to the underwriters for meetings with prospective purchasers
of the Transfer Restricted Securities and prepare and present to
potential investors customary "road show" material in a manner
consistent with other new issuances of other securities similar to the
Transfer Restricted Securities.
(c) Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice from the Company of the existence of
any fact of the kind described in Section 4(b)(iii)(D) hereof, such Holder will,
and will use its reasonable efforts to cause any underwriter(s) in an
Underwritten Offering to, forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the Registration Statement until:
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(i) such Holder has received copies of the supplemented or
amended Prospectus contemplated by Section 4(b)(xv) hereof; or
(ii) such Holder is advised in writing (the "Advice") by the
Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus.
If so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of suspension.
(d) Each Holder who intends to be named as a selling Holder in the
Registration Statement shall furnish to the Company in writing, no later than
the Questionnaire Deadline, such information regarding such Holder and the
proposed distribution by such Holder of its Transfer Restricted Securities as
the Company may reasonably request for use in connection with the Registration
Statement or Prospectus or preliminary Prospectus included therein. Holders that
do not complete the questionnaire and deliver it to the Company shall not be
named as selling securityholders in the Prospectus or preliminary Prospectus
included in the Registration Statement and therefore shall not be permitted to
sell any Transfer Restricted Securities pursuant to the Registration Statement.
Each Holder who intends to be named as a selling Holder in the Registration
Statement shall promptly furnish to the Company in writing such other
information as the Company may from time to time reasonably request in writing.
(e) Upon the effectiveness of the Registration Statement, each Holder
shall notify the Company at least three Business Days prior to any intended
distribution of Transfer Restricted Securities pursuant to the Registration
Statement (a "Sale Notice"), which notice shall be effective for five Business
Days. Each Holder of this Security, by accepting the same, agrees to hold any
communication by the Company in response to a Sale Notice in confidence.
5. Registration Expenses.
(a) All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement shall be borne by the Company
regardless of whether a Registration Statement becomes effective, including,
without limitation:
(i) all registration and filing fees and expenses (including
filings made by the Initial Purchasers or Holders with the NASD);
(ii) all fees and expenses of compliance with federal securities
and state Blue Sky or securities laws;
(iii) all expenses of printing (including printing of
Prospectuses and certificates for the Common Stock to be issued upon
conversion of the CODES), messenger and delivery services and
telephone;
14
(iv) all fees and disbursements of counsel to the Company and the
Guarantors and, subject to Section 5(b) below, the Holders of Transfer
Restricted Securities;
(v) all application and filing fees in connection with listing
(or authorizing for quotation) the Common Stock on a national
securities exchange or automated quotation system pursuant to the
requirements hereof; and
(vi) all fees and disbursements of independent certified public
accountants of the Company (including the expenses of any special
audit and comfort letters required by or incident to such
performance).
The Company shall bear its and the Guarantors' internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal, accounting or other duties), the expenses of any
annual audit and the fees and expenses of any Person, including special experts,
retained by the Company.
(b) In connection with the Registration Statement required by this
Agreement, the Company shall reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities being registered pursuant to the Registration
Statement, as applicable, for the reasonable fees and disbursements not to
exceed the amount of $50,000 of not more than one counsel, which shall be ▇▇▇▇▇▇
& ▇▇▇▇▇▇▇ LLP, or such other counsel as may be chosen by a Majority of Holders
for whose benefit the Registration Statement is being prepared.
6. Indemnification and Contribution.
(a) The Company shall indemnify and hold harmless each Holder, such
Holder's officers and employees and each person, if any, who controls such
Holder within the meaning of the Securities Act (each, an "Indemnified Holder"),
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to resales of the Transfer Restricted
Securities), to which such Indemnified Holder may become subject, insofar as any
such loss, claim, damage, liability or action arises out of, or is based upon:
(i) any untrue statement or alleged untrue statement of a
material fact contained in (A) the Registration Statement or
Prospectus or any amendment or supplement thereto or (B) any blue sky
application or other document or any amendment or supplement thereto
prepared or executed by the Company (or based upon written information
furnished by or on behalf of the Company expressly for use in such
blue sky application or other document or amendment on supplement)
filed in any jurisdiction specifically for the purpose of qualifying
any or all of the Transfer Restricted Securities under the securities
law of any state or other jurisdiction (such application or document
being hereinafter called a "Blue Sky Application"); or
(ii) the omission or alleged omission to state therein any
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading,
15
and shall reimburse each Indemnified Holder promptly upon demand for any legal
or other expenses reasonably incurred by such Indemnified Holder in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company and the Guarantors shall not be liable in any such
case to the extent that any such loss, claim, damage, liability or action arises
out of, or is based upon, any untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration Statement or Prospectus or
amendment or supplement thereto or Blue Sky Application in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Holder (or its related Indemnified Holder) specifically for use therein or
out of the failure by the Indemnified Holder to furnish to any purchaser of its
Restricted Transfer Security of the Prospectus and any supplement or amendment
thereto in the form provided to such Indemnified Holder by the Company. The
foregoing indemnity agreement is in addition to any liability which the Company
and the Guarantors may otherwise have to any Indemnified Holder.
(b) Each Holder, severally and not jointly, shall indemnify and hold
harmless the Company and the Guarantors, their respective officers and
employees, their respective directors and each person, if any, who controls the
Company or the Guarantors within the meaning of the Securities Act, from and
against any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which the Company, the Guarantors or any such director,
officer, employee or controlling person may become subject, insofar as any such
loss, claim, damage or liability or action arises out of, or is based upon:
(i) any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement or Prospectus or
any amendment or supplement thereto or any Blue Sky Application; or
(ii) the omission or the alleged omission to state therein any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading,
but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Holder (or its related Indemnified Holder) specifically for use therein,
and shall reimburse the Company, the Guarantors and any such directors, officer,
employee or controlling person promptly upon demand for any legal or other
expenses reasonably incurred by the Company, the Guarantors or any such
director, officer, employee or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Holder may
otherwise have to the Company, the Guarantors or any of their respective
directors, officers, employees or controlling persons and any such director,
officer, employee or controlling person.
(c) Promptly after receipt by an indemnified party under this Section
6 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 6, notify the indemnifying party in
writing of the claim or the commencement of that action; provided,
16
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 6 except to the extent
it has been materially prejudiced by such failure; and provided, further, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 6. If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation; provided, however,
that a Majority of Holders shall have the right to employ a single counsel to
represent jointly a Majority of Holders and their respective officers, employees
and controlling persons who may be subject to liability arising out of any claim
in respect of which indemnity may be sought by a Majority of Holders against the
Company, the Guarantors or any of their respective directors, officers,
employees or controlling persons under this Section 7; and provided, further,
that if a Majority of Holders shall have reasonably concluded that there may be
one or more legal defenses available to them and their respective officers,
employees and controlling persons that are different from or additional to those
available to the Company, the Guarantors and any of their respective directors,
officers, employees and controlling persons, the fees and expenses of a single
separate counsel shall be paid by the Company and the Guarantors. No
indemnifying party shall:
(i) without the prior written consent of the indemnified parties
(which consent shall not be unreasonably withheld) settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether
or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party seeking
indemnification hereunder from all liability arising out of such
claim, action, suit or proceeding, or
(ii) be liable for any settlement of any such action effected
without its written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying
party agrees to indemnify and hold harmless any indemnified party from
and against any loss or liability by reason of such settlement or
judgment.
(d) If the indemnification provided for in this Section 6 shall for
any reason be unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability
(or action in respect thereof) referred to therein, each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability (or action in respect thereof):
17
(i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors from the offering
and sale of the Transfer Restricted Securities on the one hand and a
Holder with respect to the sale by such Holder of the Transfer
Restricted Securities on the other, or
(ii) if the allocation provided by clause (6)(d)(i) is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause 6(d)(i)
but also the relative fault of the Company on the one hand and the
Holder on the other in connection with the statements or omissions or
alleged statements or alleged omissions that resulted in such loss,
claim, damage or liability (or action in respect thereof), as well as
any other relevant equitable considerations.
The relative benefits received by the Company and the Guarantors on the one hand
and a Holder on the other with respect to such offering and such sale shall be
deemed to be in the same proportion as the total net proceeds from the offering
of the CODES purchased under the Purchase Agreement (before deducting expenses)
received by the Company and the Guarantors as set forth in the table on Schedule
1 hereto, on the one hand, bear to the total proceeds received by such Holder
with respect to its sale of Transfer Restricted Securities on the other. The
relative fault of the parties shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Guarantors on the one hand or the Holders on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company, the Guarantors and
each Holder agree that it would not be just and equitable if the amount of
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this paragraph
(d). The amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above in
this Section 6 shall be deemed to include, for purposes of this Section 6, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 6, no Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Transfer Restricted Securities purchased by it were
resold exceeds the amount of any damages which such Holder has otherwise been
required to pay by reason of any untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute as provided in this
Section 6(d) are several and not joint.
7. Rule 144A. In the event the Company is not subject to Section 13 or
15(d) of the Exchange Act, the Company and each of the Guarantors hereby agrees
with each Holder, for so long as any Transfer Restricted Securities remain
outstanding, to make available to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A.
18
8. Participation in Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder unless such Holder:
(i) agrees to sell such Holder's Transfer Restricted Securities
on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and
(ii) completes and executes all reasonable questionnaires, powers
of attorney, indemnities, underwriting agreements, lock-up letters and
other documents required under the terms of such underwriting
arrangements.
9. Selection of Underwriters. The Holders of Transfer Restricted
Securities covered by the Registration Statement who desire to do so may, with
the prior consent of the Company, sell such Transfer Restricted Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers that will administer the offering
will be selected by a Majority of Holders whose Transfer Restricted Securities
are included in such offering; provided, however, that such investment bankers
and managers must be reasonably satisfactory to the Company.
10. Miscellaneous.
(a) Remedies. The Company and the Guarantors acknowledge and agree
that any failure by the Company or the Guarantors to comply with its obligations
under Section 2 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain
such relief as may be required to specifically enforce the Company's obligations
under Section 2 hereof. The Company and the Guarantors further agree to waive
the defense in any action for specific performance that a remedy at law would be
adequate.
(b) Adjustments Affecting Transfer Restricted Securities. The Company
and the Guarantors shall not, directly or indirectly, take any action with
respect to the Transfer Restricted Securities as a class that would adversely
affect the ability of the Holders of Transfer Restricted Securities to include
such Transfer Restricted Securities in a registration undertaken pursuant to
this Agreement.
(c) No Inconsistent Agreements. The Company and the Guarantors will
not, on or after the date of this Agreement, enter into any agreement with
respect to its securities that interferes with the rights granted to the Holders
in this Agreement or otherwise conflicts with the provisions hereof. In
addition, the Company and the Guarantors shall not grant to any of its security
holders (other than the holders of Transfer Restricted Securities in such
capacity) the right to include any of its securities in the Registration
Statement provided for in this Agreement other than the Transfer Restricted
Securities. Except for the obligation described in the Purchase Agreement to the
sellers of the ILEX Systems, Inc. business, the Company and the Guarantors have
not previously entered into any agreement (which has not expired or been
terminated) granting any registration rights with respect to its securities to
any Person which rights conflict with the provisions hereof.
19
(d) Amendments and Waivers. This Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of a Majority of Holders.
(e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the records of
the registrar under the Indenture or the transfer agent of the Common
Stock, as the case may be; and
(ii) if to the Company or the Guarantors:
L-3 Communications Holdings, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
All such notices and communications shall be deemed to have been duly
given at: the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.
(f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided, however, that
(i) this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign acquired Transfer Restricted Securities from such Holder and (ii) nothing
contained herein shall be deemed to permit any assignment, transfer or other
disposition of Transfer Restricted Securities in violation of the terms of the
Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities, in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Securities such person shall be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement.
20
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
(h) Securities Held by the Company or its' Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by the
Company or its Affiliates shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.
(i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(j) Governing Law. This Agreement shall be governed by, and construed
in accordance with, the law of the State of New York.
(k) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.
(l) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company and the
Guarantors with respect to the Transfer Restricted Securities. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
21
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
L-3 COMMUNICATIONS HOLDINGS, INC.,
as the Company
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President,
Secretary and General
Counsel
APCOM, INC.
BROADCAST SPORTS INC.
D.P. ASSOCIATES INC.
ELECTRODYNAMICS, INC.
▇▇▇▇▇▇▇▇ INC.
HYGIENETICS ENVIRONMENTAL SERVICES, INC.
INTERSTATE ELECTRONICS CORPORATION
KDI PRECISION PRODUCTS, INC.
L-3 COMMUNICATIONS AEROMET, INC.
L-3 COMMUNICATIONS VERTEX AEROSPACE LLC
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS TECHNOLOGY, INC.
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.
L-3 COMMUNICATIONS AVISYS CORPORATION
L-3 COMMUNICATIONS CE HOLDINGS, INC.
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS CORPORATION
L-3 COMMUNICATIONS CORPORATION
L-3 COMMUNICATIONS CSI, INC.
L-3 COMMUNICATIONS AYDIN CORPORATION
L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, 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 INFRARED VISION TECHNOLOGY CORPORATION
L-3 COMMUNICATIONS INVESTMENTS INC.
L-3 COMMUNICATIONS ▇▇▇▇▇ ASSOCIATES, INC.
L-3 COMMUNICATIONS MAS (US) CORPORATION
L-3 COMMUNICATIONS MOBILE-VISION, INC.
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
MCTI ACQUISITION CORPORATION
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED
MICRODYNE CORPORATION
MICRODYNE OUTSOURCING INCORPORATED
MPRI, INC.
PAC ORD INC.
POWER PARAGON, INC.
SHIP ANALYTICS, INC.
SHIP ANALYTICS INTERNATIONAL, INC.
SHIP ANALYTICS USA, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR INC.
SYCOLEMAN CORPORATION
TROLL TECHNOLOGY CORPORATION
WESCAM AIR OPS INC.
WESCAM AIR OPS LLC
WESCAM HOLDINGS (US) INC.
WESCAM INCORPORATED
WESCAM LLC
WOLF COACH, INC.,
as Guarantors
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., as a Guarantor
By: L-3 COMMUNICATIONS AIS GP CORPORATION,
as general partner
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
CODES Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
▇▇▇▇▇▇ BROTHERS INC.
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
CREDIT SUISSE FIRST BOSTON LLC
BANC OF AMERICA SECURITIES LLC
For themselves and as representatives
of the several Initial Purchasers
By: ▇▇▇▇▇▇ BROTHERS INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
Authorized Representative
CODES Registration Rights Agreement