EXHIBIT 10.73
SUPPLEMENTAL INDENTURE TO BE DELIVERED
BY GUARANTEEING SUBSIDIARIES
Supplemental Indenture (this "Supplemental Indenture"), dated as of May
1, 2006, among L-3 Communications Holdings, Inc. (or its permitted successor), a
Delaware corporation (the "Company"), each a direct or indirect subsidiary of
the Company signatory hereto (each, a "Guaranteeing Subsidiary", and
collectively, the "Guaranteeing Subsidiaries"), and The Bank of New York, as
trustee under the indenture referred to below (the "Trustee").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of July 29, 2005 providing
for the issuance of up to $700,000,000 of 3.0% Convertible Contingent Debt
Securities (CODES) due 2035 (the "CODES");
WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiaries shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries
shall unconditionally guarantee all of the Company's Obligations (as defined in
the Indenture) under the CODES and the Indenture on the terms and conditions set
forth herein (the "Subsidiary Guarantee"); and
WHEREAS, pursuant to the Indenture, the parties hereto are
authorized to execute and deliver this Supplemental Indenture and the Trustee
has determined that this Supplemental Indenture is in form satisfactory to it.
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for
the equal and ratable benefit of the Holders of the CODES as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary
hereby agrees as follows:
(a) Such Guaranteeing Subsidiary, jointly and severally
with all other current and future guarantors of the
CODES (collectively, the "Guarantors" and each, a
"Guarantor"), unconditionally guarantees to each
Holder of a CODE authenticated and delivered by the
Trustee and to the Trustee and its successors and
assigns, regardless of the validity and
enforceability of the Indenture, the CODES or the
Obligations of the Company under the Indenture or
the CODES, that:
(i) the principal of and interest (including
Contingent Interest and Additional Interest, if
any) on the CODES will be promptly paid in full
when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the
overdue principal of and interest (including
Contingent Interest and Additional Interest, if
any) on the CODES, to the extent lawful, and
all other Obligations of the Company to the
Holders or the Trustee
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thereunder or under the Indenture will be
promptly paid in full, all in accordance with
the terms thereof; and
(ii) in case of any extension of time for payment or
renewal of any CODES or any of such other
Obligations, that the same will be promptly
paid in full when due in accordance with the
terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.
(b) Notwithstanding the foregoing, in the event that
this Subsidiary Guarantee would constitute or result
in a violation of any applicable fraudulent
conveyance or similar law of any relevant
jurisdiction, the liability of such Guaranteeing
Subsidiary under this Supplemental Indenture and its
Subsidiary Guarantee shall be reduced to the maximum
amount permissible under such fraudulent conveyance
or similar law.
3. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.
(a) To evidence its Subsidiary Guarantee set forth in
this Supplemental Indenture, such Guaranteeing
Subsidiary hereby agrees that a notation of such
Subsidiary Guarantee substantially in the form of
Exhibit A to the Indenture shall be endorsed by an
Officer of such Guaranteeing Subsidiary on each CODE
authenticated and delivered by the Trustee after the
date hereof.
(b) Notwithstanding the foregoing, such Guaranteeing
Subsidiary hereby agrees that its Subsidiary
Guarantee set forth herein shall remain in full
force and effect notwithstanding any failure to
endorse on each CODE a notation of such Subsidiary
Guarantee.
(c) If an Officer whose signature is on this
Supplemental Indenture or on the Subsidiary
Guarantee no longer holds that office at the time
the Trustee authenticates the CODE on which a
Subsidiary Guarantee is endorsed, the Subsidiary
Guarantee shall be valid nevertheless.
(d) The delivery of any CODE by the Trustee, after the
authentication thereof under the Indenture, shall
constitute due delivery of the Subsidiary Guarantee
set forth in this Supplemental Indenture on behalf
of each Guaranteeing Subsidiary.
(e) Each Guaranteeing Subsidiary hereby agrees that its
Obligations hereunder shall, to the extent permitted
the validity, regularity or enforceability of the
the validity, regularity or enforceability of the
enforce the same, any waiver or consent by any
enforce the same, any waiver or consent by any
Holder of the CODES with respect to any provisions
hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same
or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense
of a guarantor.
(f) Each Guaranteeing Subsidiary, to the extent
permitted by applicable law, hereby waives
diligence, presentment, demand of payment, filing of
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claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a
proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that
its Subsidiary Guarantee made pursuant to this
Supplemental Indenture will not be discharged except
by complete performance of the Obligations contained
in the CODES and the Indenture.
(g) If any Holder or the Trustee is required by any
court or otherwise to return to the Company or any
Guaranteeing Subsidiary, or any Custodian, Trustee,
liquidator or other similar official acting in
relation to either the Company or such Guaranteeing
Subsidiary, any amount paid by either to the Trustee
or such Holder, the Subsidiary Guarantee made
pursuant to this Supplemental Indenture, to the
extent theretofore discharged, shall be reinstated
in full force and effect.
(h) Each Guaranteeing Subsidiary agrees that it shall
not be entitled to any right of subrogation in
relation to the Holders in respect of any
Obligations guaranteed hereby until payment in full
of all Obligations guaranteed hereby. Each
Guaranteeing Subsidiary further agrees that, as
between such Guaranteeing Subsidiary, on the one
hand, and the Holders and the Trustee, on the other
hand:
(i) the maturity of the Obligations guaranteed
hereby may be accelerated as provided in
Article 4 of the Indenture for the purposes
of the Subsidiary Guarantee made pursuant to
this Supplemental Indenture, notwithstanding
any stay, injunction or other prohibition
preventing such acceleration in respect of
the Obligations guaranteed hereby;
(ii) in the event of any declaration of
acceleration of such Obligations as provided
in Article 4 of the Indenture, such
Obligations (whether or not due and payable)
shall forthwith become due and payable by
such Guaranteeing Subsidiary for the purpose
of the Subsidiary Guarantee made pursuant to
this Supplemental Indenture; and
(iii) Each Guaranteeing Subsidiary shall have the
right to seek contribution from any other
non-paying Guaranteeing Subsidiary so long as
the exercise of such right does not impair
the rights of the Holders or the Trustee
under the Subsidiary Guarantee made pursuant
to this Supplemental Indenture.
4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN
TERMS.
(a) Except as set forth in Articles 6 and 9 of the
Indenture, nothing contained in the Indenture, this
Supplemental Indenture or in the CODES shall prevent
(i) any consolidation or merger of any Guaranteeing
Subsidiary with or into the Company or any other
Guarantor, (ii) any transfer, sale or conveyance of
the property of any Guaranteeing Subsidiary as an
entirety or substantially as an entirety, to the
Company or any other Guarantor or (iii) any merger
of a Guarantor with or into with an
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Affiliate of that Guarantor that has not significant
assets or liabilities and was incorporated solely
for the purpose of reincorporating such Guarantor in
another State of the United States so long as the
amount of Indebtedness of the Company and the
domestic non-Guarantor subsidiaries is not increased
thereby.
(b) Except as set forth in Article 9 of the Indenture,
nothing contained in the Indenture, this
Supplemental Indenture or in the CODES shall prevent
any consolidation or merger of any Guaranteeing
Subsidiary with or into any Person organized under
the laws of the United States of America, any state
thereof, the District of Columbia or any territory
thereof other than the Company or any other
Guarantor (in each case, whether or not affiliated
with the Guaranteeing Subsidiary), or successive
consolidations or mergers in which a Guaranteeing
Subsidiary or its successor or successors shall be a
party or parties, or shall prevent any sale or
conveyance of the property of any Guaranteeing
Subsidiary as an entirety or substantially as an
entirety, to any Person organized under the laws of
the United States of America, any state thereof, the
District of Columbia or any territory thereof other
than the Company or any other Guarantor (in each
case, whether or not affiliated with the
Guaranteeing Subsidiary) authorized to acquire and
operate the same; provided, however, that each
Guaranteeing Subsidiary hereby covenants and agrees
that (i) subject to the Indenture, upon any such
consolidation, merger, sale or conveyance, the due
and punctual performance and observance of all of
the covenants and conditions of the Indenture and
this Supplemental Indenture to be performed by such
Guaranteeing Subsidiaries, shall be expressly
assumed (in the event that such Guaranteeing
Subsidiary is not the surviving corporation in the
merger), by supplemental indenture satisfactory in
form to the Trustee, executed and delivered to the
Trustee, by any Person formed by such consolidation,
or into which such Guaranteeing Subsidiary shall
have been merged, or by any Person which shall have
acquired such property, (ii) immediately after
giving effect to such consolidation, merger, sale or
conveyance no Default or Event of Default exists and
(iii) such transaction will only be permitted under
the Indenture if it would be permitted under the
terms of all of the indentures governing the
Outstanding Senior Subordinated Notes as the same
are in effect on the date of the Indenture (whether
or not those indentures are subsequently amended,
waived, modified or terminated or expire and whether
or not any of these notes continue to be
outstanding).
(c) In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor
corporation, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to
the Trustee, of the Subsidiary Guarantee made
pursuant to this Supplemental Indenture and the due
and punctual performance of all of the covenants and
conditions of the Indenture and this Supplemental
Indenture to be performed by such Guaranteeing
Subsidiary, such successor Person shall succeed to
and be substituted for such Guaranteeing Subsidiary
with the same effect as if it had been named herein
as the Guaranteeing Subsidiary. Such successor
Person thereupon may cause to be signed any or all
of the Subsidiary Guarantees to be endorsed upon the
CODES
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issuable under the Indenture which theretofore shall
not have been signed by the Company and delivered to
the Trustee. All the Subsidiary Guarantees so issued
shall in all respects have the same legal rank and
benefit under the Indenture and this Supplemental
Indenture as the Subsidiary Guarantees theretofore
and thereafter issued in accordance with the terms
of the Indenture and this Supplemental Indenture as
though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.
5. RELEASES.
(a) Concurrently with any sale of assets (including, if
applicable, all of the Capital Stock of a
Guaranteeing Subsidiary), all Liens, if any, in
favor of the Trustee in the assets sold thereby
shall be released. If the assets sold in such sale
or other disposition (including by way of merger or
consolidation) include all or substantially all of
the assets of a Guaranteeing Subsidiary or all of
the Capital Stock of a Guaranteeing Subsidiary, then
the Guaranteeing Subsidiary (in the event of a sale
or other disposition of all of the Capital Stock of
such Guaranteeing Subsidiary) or the Person
acquiring the property (in the event of a sale or
other disposition of all or substantially all of the
assets of such Guaranteeing Subsidiary) shall be
released from and relieved of its Obligations under
this Supplemental Indenture and its Subsidiary
Guarantee made pursuant hereto. Upon delivery by the
Company to the Trustee of an Officers' Certificate
to the effect that such sale or other disposition
was made by the Company or the Guaranteeing
Subsidiary, as the case may be, in accordance with
the provisions of the Indenture and this
Supplemental Indenture, the Trustee shall execute
any documents reasonably required in order to
evidence the release of the Guaranteeing Subsidiary
from its obligations under this Supplemental
Indenture and its Subsidiary Guarantee made pursuant
hereto. If the Guaranteeing Subsidiary is not
released from its obligations under its Subsidiary
Guarantee, it shall remain liable for the full
amount of principal of and interest (including
Contingent Interest and Additional Interest, if any)
on the CODES and for the other obligations of such
Guaranteeing Subsidiary under the Indenture as
provided in this Supplemental Indenture.
(b) Upon the designation of a Guaranteeing Subsidiary as
an Excluded Subsidiary in accordance with the terms
of the Indenture and the indentures governing the
Outstanding Senior Subordinated Notes as the same
are in effect on the date of the Indenture (whether
or not those indentures are subsequently amended,
waived, modified or terminated or expire and whether
or not any of those notes continue to be
outstanding), such Guaranteeing Subsidiary shall be
released and relieved of all of its obligations
under its Subsidiary Guarantee and this Supplemental
Indenture. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion
of Counsel to the effect that such designation of
such Guaranteeing Subsidiary as an Unrestricted
Subsidiary was made by the Company in accordance
with the provisions of the Indenture and the
indentures governing , the Outstanding Senior
Subordinated Notes as
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the same are in effect on the date of the Indenture
(whether or not those indentures are subsequently
amended, waived, modified or terminated or expire
and whether or not any of those notes continue to be
outstanding), the Trustee shall execute any
documents reasonably required in order to evidence
the release of such Guaranteeing Subsidiary from its
Obligations under its Subsidiary Guarantee. Any
Guaranteeing Subsidiary not released from its
obligations under its Subsidiary Guarantee shall
remain liable for the full amount of principal of
and interest on the CODES and for the other
obligations of any Guaranteeing Subsidiary under the
Indenture as provided herein.
(c) Upon any Guarantor being released from its
guarantees of, and all pledges and security
interests granted in connection with, Indebtedness
of the Company or any of its Subsidiaries (other
than a Foreign Subsidiary), such Guarantor shall be
released and relieved of its obligations under this
Supplemental Indenture.
6. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of any
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the CODES, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such Obligations or their creation. Each
Holder of the CODES by accepting a CODE waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the CODES.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.
7. SUBORDINATION OF SUBSIDIARY GUARANTEES; ANTI-LAYERING.
No Guaranteeing Subsidiary shall incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of a Guaranteeing Subsidiary and senior in
any respect in right of payment to any of the Subsidiary Guarantees. No
Indebtedness shall be deemed to be subordinated or junior in right of payment to
any other Indebtedness solely by virtue of being unsecured.
8. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. COUNTERPARTS. The parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.
10. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
11. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiaries and the
Company.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, all as of the date first above
written.
Dated: May 1, 2006 L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President, Secretary
and General Counsel
Dated: May 1, 2006 APCOM, INC., a Maryland corporation
BROADCAST SPORTS INC., a Delaware corporation
D.P. ASSOCIATES INC., a Virginia corporation
ELECTRODYNAMICS, INC., an Arizona corporation
▇▇▇▇▇▇▇▇ INC., a Delaware corporation
HYGIENETICS ENVIRONMENTAL SERVICES, INC., a Delaware
corporation
INTELLIGENCE DATA SYSTEMS, INC., a Virginia
corporation
INTERSTATE ELECTRONICS CORPORATION, a California
corporation
KDI PRECISION PRODUCTS, INC., a Delaware corporation
L-3 COMMUNICATIONS AEROMET, INC., an Oregon
corporation
L-3 COMMUNICATIONS AIS GP CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS
TECHNOLOGY, INC., a Florida corporation
L-3 COMMUNICATIONS APPLIED SIGNAL AND IMAGE
TECHNOLOGY, INC., a Maryland corporation
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC., a
Delaware corporation
L-3 COMMUNICATIONS AVISYS CORPORATION, a Texas
corporation
L-3 COMMUNICATIONS CSI, INC., a California
corporation
L-3 COMMUNICATIONS AYDIN CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS CE HOLDINGS, INC., a Delaware
corporation
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS
CORPORATION, an Ohio corporation
L-3 COMMUNICATIONS CYTERRA CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC., a
Delaware corporation
L-3 COMMUNICATIONS EO/IR, INC., a Florida
corporation
L-3 COMMUNICATIONS EOTECH, INC., a Delaware
corporation
L-3 COMMUNICATIONS ESSCO, INC., a Delaware
corporation
L-3 COMMUNICATIONS FLIGHT INTERNATIONAL
AVIATION LLC, a Delaware limited liability
company
L-3 COMMUNICATIONS FLIGHT CAPITAL LLC, a Delaware
limited liability company
L-3 COMMUNICATIONS GOVERNMENT SERVICES, INC., a
Virginia corporation
L-3 COMMUNICATIONS ILEX SYSTEMS, INC., a Delaware
corporation
L-3 COMMUNICATIONS INFRAREDVISION TECHNOLOGY
CORPORATION, a California corporation
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., a
Delaware limited partnership
L-3 COMMUNICATIONS INVESTMENTS INC., a Delaware
corporation
L-3 COMMUNICATIONS ▇▇▇▇▇ ASSOCIATES, INC., a
Delaware corporation
L-3 COMMUNICATIONS MAS (US) CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS MOBILE-VISION, INC., a New
Jersey corporation
L-3 COMMUNICATIONS SAFEVIEW, INC., a Delaware
corporation
L-3 COMMUNICATIONS SECURITY AND DETECTION
SYSTEMS, INC., a Delaware corporation
L-3 COMMUNICATIONS SONOMA EO, INC., a California
corporation
by applicable law, be unconditional, regardless of
L-3 COMMUNICATIONS TITAN CORPORATION, a Delaware
corporation
L-3 COMMUNICATIONS VECTOR INTERNATIONAL
AVIATION LLC, a Delaware limited liability
company
L-3 COMMUNICATIONS VERTEX AEROSPACE LLC, a Delaware
limited liability company
L-3 COMMUNICATIONS WESTWOOD CORPORATION, a Nevada
corporation
LINCOM WIRELESS, INC., a Delaware corporation
MCTI ACQUISITION CORPORATION, a Maryland corporation
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED,
a Maryland corporation
CODES or the Indenture, the absence of any ac
MICRODYNE OUTSOURCING INCORPORATED, a Maryland
corporation
MPRI, INC., a Delaware corporation
PAC ORD INC., a Delaware corporation
POWER PARAGON, INC., a Delaware corporation
SPD ELECTRICAL SYSTEMS, INC., a Delaware corporation
SPD SWITCHGEAR INC., a Delaware corporation
SYCOLEMAN CORPORATION, a Florida corporation
TITAN FACILITIES, INC., a Virginia corporation
TROLL TECHNOLOGY CORPORATION, a California
corporation
WESCAM AIR OPS INC., a Delaware corporation
WESCAM AIR OPS LLC, a Delaware limited liability
company
WESCAM HOLDINGS (US) INC., a Delaware corporation
WESCAM LLC, a Delaware limited liability company
WOLF COACH, INC., a Massachusetts corporation
As Guaranteeing Subsidiaries
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary
Dated: May 1, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇,
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO SUBSIDIARY GUARANTEE
Pursuant to the Supplemental Indenture (the "Supplemental
Indenture") dated as of May 1, 2006 among L-3 Communications Holdings, Inc., the
Guarantors party thereto (each a "Guarantor" and collectively the "Guarantors")
and The Bank of New York, as trustee (the "Trustee"), each Guarantor (i) has
jointly and severally unconditionally guaranteed (a) the due and punctual
payment of the principal of and interest (including Contingent Interest and
Additional Interest, if any) on the CODES, whether at maturity or an interest
payment date, by acceleration, call for redemption or otherwise, (b) the due and
punctual payment of interest on the overdue principal and interest (including
Contingent Interest and Additional Interest, if any) on the CODES, and (c) in
case of any extension of time of payment or renewal of any CODES or any of such
other Obligations, the same will be promptly paid in full when due in accordance
with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise and (ii) has agreed to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under the Subsidiary Guarantee (as defined in the
Supplemental Indenture). This Guarantee is subordinated to the Senior Debt of
each Guarantor to extent set forth in Article 13 of the Indenture.
Notwithstanding the foregoing, in the event that the
Subsidiary Guarantee of any Guarantor would constitute or result in a violation
of any applicable fraudulent conveyance or similar law of any relevant
jurisdiction, the liability of such Guarantor under its Subsidiary Guarantee
shall be reduced to the maximum amount permissible under such fraudulent
conveyance or similar law.
No past, present or future director, officer, employee, agent,
incorporator, stockholder or agent of any Guarantor, as such, shall have any
liability for any Obligations of the Company or any Guarantor under the CODES,
any Subsidiary Guarantee, the Indenture, any supplemental indenture delivered
pursuant to the Indenture by such Guarantor, or for any claim based on, in
respect of or by reason of such Obligations or their creation. Each Holder by
accepting a CODE waives and releases all such liability.
The Subsidiary Guarantee shall be binding upon each Guarantor
and its successors and assigns and shall inure to the benefit of the successors
and assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.
The Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the CODE upon which the
Subsidiary Guarantee is noted has been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers. Capitalized
terms used herein have the meaning assigned to them in the Indenture, dated as
of July 29, 2005, among L-3 Communications Holdings, Inc., the Guarantors party
thereto and the Trustee.
Dated: May 1, 2006 APCOM, INC.
BROADCAST SPORTS INC.
D.P. ASSOCIATES INC.
ELECTRODYNAMICS, INC.
▇▇▇▇▇▇▇▇ INC.
HYGIENETICS ENVIRONMENTAL SERVICES, INC.
INTELLIGENCE DATA SYSTEMS, INC.
INTERSTATE ELECTRONICS CORPORATION
KDI PRECISION PRODUCTS, INC.
L-3 COMMUNICATIONS AEROMET, INC.
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS ADVANCED LASER SYSTEMS
TECHNOLOGY, INC.
L-3 COMMUNICATIONS APPLIED SIGNAL AND IMAGE
TECHNOLOGY, INC.,
L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.
L-3 COMMUNICATIONS AVISYS CORPORATION
L-3 COMMUNICATIONS AYDIN CORPORATION
L-3 COMMUNICATIONS CE HOLDINGS, INC.
L-3 COMMUNICATIONS CINCINNATI ELECTRONICS CORPORATION
L-3 COMMUNICATIONS CSI, INC.
L-3 COMMUNICATIONS CYTERRA CORPORATION
L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC.
L-3 COMMUNICATIONS EO/IR, INC.
L-3 COMMUNICATIONS EOTECH, INC.
L-3 COMMUNICATIONS ESSCO, INC.
L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC
L-3 COMMUNICATIONS FLIGHT CAPITAL LLC
L-3 COMMUNICATIONS GOVERNMENT SERVICES, INC.,
L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
L-3 COMMUNICATIONS INFRAREDVISION TECHNOLOGY
CORPORATION
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
L-3 COMMUNICATIONS INVESTMENTS INC.
L-3 COMMUNICATIONS ▇▇▇▇▇ ASSOCIATES, INC.
L-3 COMMUNICATIONS MAS (US) CORPORATION
L-3 COMMUNICATIONS MOBILE-VISION, INC.
L-3 COMMUNICATIONS SAFEVIEW, INC.
L-3 COMMUNICATIONS SECURITY AND DETECTION
SYSTEMS, INC.
L-3 COMMUNICATIONS SONOMA EO, INC.
L-3 COMMUNICATIONS TCS, INC.
L-3 COMMUNICATIONS TITAN CORPORATION
L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC
L-3 COMMUNICATIONS VERTEX AEROSPACE LLC
L-3 COMMUNICATIONS WESTWOOD CORPORATION
LINCOM WIRELESS, INC.
MCTI ACQUISITION CORPORATION
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED
MICRODYNE CORPORATION
MICRODYNE OUTSOURCING INCORPORATED
MPRI, INC.
PAC ORD INC.
POWER PARAGON, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR INC.
SYCOLEMAN CORPORATION
TITAN FACILITIES, INC.
TROLL TECHNOLOGY CORPORATION
WESCAM AIR OPS INC.
WESCAM AIR OPS LLC
WESCAM HOLDINGS (US) INC.
WESCAM LLC
WOLF COACH, INC.
As Guaranteeing Subsidiaries
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Secretary