EX-10.46 3 file002.txt CONSENT, WAIVER AND OMNIBUS AGREEMENT 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"), LEHMAN 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 2 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 3 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: 4 "(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; 5 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 6 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] 7 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: -------------------------------------------- Title: BANK OF AMERICA, N.A., as Administrative Agent By: -------------------------------------------- Title: BANK OF AMERICA, N.A., as a Lender By: -------------------------------------------- Title: LEHMAN COMMERCIAL PAPER INC., as Documentation Agent, Syndication Agent and as a Lender By: -------------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] Guarantors' Acknowledgment and Consent -------------------------------------- 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 COLEMAN RESEARCH CORPORATION EER SYSTEMS, INC. ELECTRODYNAMICS, INC. HENSCHEL, 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: -------------------------------------- Name: Christopher C. Cambria 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: ---------------------------------- Name: Christopher C. Cambria 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: ------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] BANK ONE, N.A. (Main Office Chicago) By: ------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] FLEET NATIONAL BANK By: ------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] CREDIT LYONNAIS NEW YORK BRANCH By: -------------------------------------- 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: ---------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] HSBC BANK USA By: ------------------------------------ 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: ------------------------------------- Title: By: ------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] COMERICA BANK By: ---------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] CREDIT INDUSTRIEL ET COMMERCIAL By: ---------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] BARCLAYS BANK PLC By: --------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] RZB FINANCE LLC By: ------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] ERSTE BANK, NEW YORK By: ------------------------------------ Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] THE MITSUBISHI TRUST AND BANKING CORPORATION By: -------------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] SOCIETE GENERALE By: -------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] SUNTRUST BANK By: ---------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] WEBSTER BANK By: ---------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] THE BANK OF NOVA SCOTIA By: ------------------------------------ Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] CREDIT SUISSE FIRST BOSTON By: ---------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] GENERAL ELECTRIC CAPITAL CORPORATION By: ---------------------------------------- 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: ----------------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] FORTIS BANK By: ----------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: ----------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THIRD AMENDED AND RESTATED CREDIT AGREEMENT] SCHEDULE 4.14 - SUBSIDIARIES ---------------------------- 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. L-3 Communications IMC 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 L-3 Communications Australia 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%) L-3 Communications Canada Inc. Spar Aerospace Limited 3023001 Canada Inc. Godfrey 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 Collins Limited (99.99%) L-3 Communications Holding GmbH L-3 Communications ELAC Nautik GmbH Arbeitsmedizinische Betreungsgesellschaft Kieler 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%) Narda Safety Test Solutions GmbH PMM Costruzioni Electtroniche Centro Misure Radioelettriche S.r.l. (98%) EMC S.r.l. (33%) L-3 Communications Hong Kong Limited L-3 Communications ILEX Systems, Inc. ITel Solutions, LLC (50%) Telos Corporation L-3 Communications Korea 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. Henschel 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 ----------------- ----------------------------------------- ------------ --------------------------------- 13 L-3 Communications IMC Corporation CT 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