EX-10.47 4 file003.txt CONSENT, WAIVER AND OMNIBUS AGREEMENT FINAL EXECUTION COPY EXHIBIT 10.47 L-3 COMMUNICATIONS CORPORATION CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT This CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING THE SECOND AMENDED AND RESTATED 364 DAY 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 Second Amended and Restated 364 Day Credit Agreement dated as of May 16, 2001 (as amended, supplemented, restated or otherwise modified from time to time, the "CREDIT AGREEMENT"); WHEREAS, the Borrower desires that the Lenders consent to an extension of the Revolving 364 Day Termination Date and provide a limited waiver of compliance with certain provisions in Sections 2.5(a) and 2.17 of 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. CONSENTS AND WAIVERS. 1.1 Extension of Revolving 364 Day Termination Date. Borrower has requested that each Lender consent to the extension of the Revolving 364 Day Termination Date for an additional 364 day period commencing on the "Extension Effective Date" (as defined below) (the "REQUESTED EXTENSION"). The Borrower has also requested that each Lender waive the requirements in subsection 2.5(a) of the Credit Agreement that (i) the Borrower's request for the proposed Requested Extension be made no earlier than 60 days and no later than 55 days prior to the scheduled Revolving 364 Day Termination Date (the "NOTICE LIMITATION"), (ii) each Lender shall advise the Administrative Agent and the Borrower whether such Lender consents to the Requested Extension not later than 30 days after receipt of notice of the proposed Requested Extension (the "RESPONSE PERIOD") and (iii) the Borrower provide the Administrative Agent with no less than 5 days' prior written notice (the "FIVE DAY PERIOD") of the Borrower's election to exercise the Extension Option with only those Lenders constituting Extending Lenders in accordance with subsection 2.5(a) of the Credit Agreement (the "EXERCISE NOTICE"). In addition, the Borrower has been advised by certain Lender(s) (each a "NONCONSENTING LENDER") that such Nonconsenting Lender(s) do not desire to consent to the Requested Extension. Solely in connection with the Requested Extension, Borrower requests that the 5 Business Day prior notice requirement for replacing such a Nonconsenting Lender in subsection 2.17 of the Credit Agreement be waived (the "NONCONSENTING LENDER NOTICE PERIOD"). Subject to the satisfaction of the conditions precedent to this Amendment set forth in Section 5 hereof, each Lender executing this Amendment hereby (i) consents to the Requested Extension and agrees to waive the Notice Limitation, the Response Period and the Nonconsenting Lender Notice Period solely with respect to the Requested Extension and (ii) waives the delivery of the Exercise Notice in the Five Day Period, provided that such Exercise Notice shall be delivered to the Administrative Agent on or prior to the Extension Effective Date. 1.2 Consent to Extension of Time for Compliance with Section 6.10 Obligations. 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 Extension 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 5 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 Extension Effective Date with respect to the Additional Entities. 1.3 Rollover Fee. Subject to the occurrence of the Extension Effective Date, the Borrower hereby agrees to pay to each Lender consenting to the Requested Extension and the waiver of the Notice Limitation (each such Lender, a "CONSENTING LENDER") a non-refundable fee (the "ROLLOVER FEE") in the amount set forth in that certain fee letter pertaining to this Amendment on that portion of such Consenting Lender's Commitment which is subject to the Requested Extension (but shall not include any portion of any Commitment purchased and assumed by such Lender under Section 2 of this Amendment on which such Lender is receiving a New Money Fee pursuant to subsection 1.4 below). The Rollover Fee owing to each Consenting Lender shall be paid in immediately available funds by the Borrower to the Administrative Agent for the benefit of such Consenting Lenders not later than noon (New York time) on the first Business Day following the occurrence of the Extension Effective Date. 2 1.4 New Money Fee. Subject to the occurrence of the Extension Effective Date, the Borrower hereby agrees to pay to each Supplemental Lender (as defined in Section 2 below) and Consenting Lender purchasing and assuming any Commitments of any Nonconsenting Lender(s) and/or Consenting Lenders pursuant to Section 2 of this Amendment a new money fee (the "NEW MONEY FEE") in the amount set forth in that certain fee letter pertaining to this Amendment, which New Money Fee will be based and payable on the Commitments purchased and assumed by such Supplemental Lender and/or Consenting Lender pursuant to Section 2 of this Amendment. SECTION 2. EXTENSION EFFECTIVE DATE ASSIGNMENTS. 2.1 On and as of the Extension Effective Date, each Nonconsenting Lender, Consenting Lender and party signing this Amendment as a Lender which, prior to the Extension Effective Date, was not a Lender under the Credit Agreement (each such new Lender, a "SUPPLEMENTAL LENDER") shall sell, assign and transfer, or purchase and assume, as the case may be, such interests in the Commitments and the Loan Exposure of the Nonconsenting Lenders and Consenting Lenders immediately prior to the Extension Effective Date, as shall be necessary in order that, after giving effect to all such assignments and purchases, the Commitments and the Loan Exposure will be held by the Consenting Lenders and the Supplemental Lender(s) as set forth in Schedule I to this Amendment. Each Consenting Lender and Supplemental Lender purchasing interests of any type under this Section shall be deemed to have purchased such interests from each Nonconsenting Lender and Consenting Lender selling interests of such type ratably in accordance with the amounts of such interests sold by such Nonconsenting Lenders and Consenting Lenders. The assignments and purchases provided for in this Section shall be without recourse, warranty or representation, except that each Nonconsenting Lender and Consenting Lender assigning any interests shall be deemed to have represented that it is the legal and beneficial owner of the interests assigned by it and that such interests are free and clear of any adverse claim, and the purchase price for each such assignment and purchase shall equal the principal amount of the Loans purchased. All accrued but unpaid interest and fees due and owing thereon through but not including the Extension Effective Date shall be paid to such Nonconsenting Lender by Borrower on or as of the Extension Effective Date. On the Extension Effective Date, the Nonconsenting Lenders shall cease to be parties to the Credit Agreement and shall be released from all further obligations thereunder and shall have no further rights to or interest in any of the Collateral (as defined in the Credit Agreement); provided, however, that the Nonconsenting Lenders shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16, 9.7, 10.5 and 10.16 of the Credit Agreement as in effect immediately prior to the Extension Effective Date. 2.2 On the Extension Effective Date, (i) each Consenting Lender and Supplemental Lender that is purchasing interests in the Loan Exposure and Commitments pursuant to subsection 2.1 above shall pay the purchase price for the interests purchased by it pursuant to such subsection 2.1 by wire transfer of immediately available funds to the Administrative Agent not later than 1:00 p.m. (New York time), and (ii) the Administrative Agent shall pay to each Nonconsenting Lender and Consenting Lender that is assigning interests in Loan Exposure and Commitments pursuant to subsection 2.1 above, out of the amounts received by the Administrative Agent from each Consenting Lender and Supplemental Lender pursuant to clause (i) of this subsection 2.2, the purchase price for the interests assigned by it pursuant to such 3 subsection 2.1 by wire transfer of immediately available funds not later than 3:00 p.m. (New York time). 2.3 Each of the parties hereto hereby consents to the assignments and purchases provided for in subsections 2.1 and 2.2 above and effective upon the Extension Effective Date agrees that (i) each Consenting Lender and Supplemental Lender that is purchasing or accepting interests in the Commitments and the Loan Exposure pursuant to subsection 2.1 above are assignees of the Nonconsenting Lenders and certain Consenting Lenders permitted under Section 10.6 of the Credit Agreement, (ii) each Supplemental Lender shall be a party to the Credit Agreement, (iii) each Consenting Lender and Supplemental Lender shall have all the rights and obligations of a Lender under the Credit Agreement and the other Credit Documents with respect to the interests purchased by it pursuant to such subsections. If requested by any Consenting Lender or Supplemental Lender, the Borrower shall execute and deliver to such Lender (and deliver a copy thereof to the Administrative Agent) one or more promissory notes evidencing the Loans and Commitments of such Lender in accordance with subsection 2.5(i) of the Credit Agreement. 2.4 Each Supplemental Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement together with copies of the financial statements delivered pursuant to Section 4.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to clause (b) of subsection 2.15 of the Credit Agreement. SECTION 3. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of each of the conditions to effectiveness set forth in Section 6 of this Amendment, Borrower and the Required Lenders hereby agree to amend the Credit Agreement as follows: 3.1 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 4 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)." 3.2 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 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 5 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." 3.3 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. 3.4 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 4. OMNIBUS AMENDMENTS TO CERTAIN CREDIT DOCUMENTS. Subject to the satisfaction of each of the conditions to effectiveness set forth in Section 6 of this Amendment, Borrower and the Required Lenders hereby agree to amend the Pledge Agreements referenced below as follows: 4.1 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 Capital Stock of such Subsidiary or any such other shares, stock certificates, options or rights with respect thereto shall be "Pledged Stock" hereunder." 4.2 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." 4.3 The first sentence of Section 4.2(a) of the Subsidiary Pledge Agreement is hereby amended and restated to read as follows: 6 "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." 4.4 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." 4.5 Section 3.4(a) of the Borrower Pledge Agreement is hereby amended and restated to read as follows: "(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." 4.6 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 7 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." 4.7 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 5. CONDITIONS TO EFFECTIVENESS OF SECTIONS 1 AND 2. The provisions of Sections 1 and 2 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 "EXTENSION EFFECTIVE DATE"): 5.1 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; provided that if not all of the Lenders shall have complied with the condition set forth in Section 5.2 below, the Borrower shall have provided the Administrative Agent with the Exercise Notice; 5.2 The Required Lenders, each of which shall be an Extending Lender, shall have delivered to the Administrative Agent an executed original or facsimile of a counterpart of this Amendment and, solely with respect to the waiver of the Nonconsenting Lender Notice Period provided in Section 1 hereof and the assignments of the Commitments and the Loan Exposure of each Nonconsenting Lender provided in Section 2 hereof, each Nonconsenting Lender shall have delivered to the Administrative Agent an executed original or facsimile counterpart of its signature page to this Amendment as a Nonconsenting Lender; 5.3 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; and 5.4 The representations and warranties contained in Section 7 hereof shall be true and correct in all respects. SECTION 6. CONDITIONS TO EFFECTIVENESS OF SECTIONS 3 AND 4. The provisions of Sections 3 and 4 of this Amendment shall be deemed effective as of the date when 8 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"): 6.1 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; 6.2 The Required Lenders shall have delivered to the Administrative Agent an executed original or facsimile of a counterpart of this Amendment; 6.3 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; 6.4 The representations and warranties contained in Section 7 hereof shall be true and correct in all respects; and 6.5 All conditions to effectiveness set forth in Sections 4.1, 4.2, 4.3 and 4.4 in the Consent, Waiver and Omnibus Amendment Regarding Third Amended and Restated Credit Agreement of even date herewith shall have been satisfied. SECTION 7. 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: 7.1 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. 7.2 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, 3 and 4 of this Amendment, are and will be true, correct and complete in all material respects on and as of the later of the Extension Effective Date and 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. 9 7.3 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 8. MISCELLANEOUS. 8.1 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 the Administrative Agent or any Lender under, the Credit Agreement or any of the other Credit Documents. 8.2 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. 8.3 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. 8.4 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. 8.5 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 and 2 hereof (which shall only become effective on the Extension Effective Date) and Sections 3 and 4 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] 10 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 SECOND AMENDED AND RESTATED 364 DAY 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 SECOND AMENDED AND RESTATED 364 DAY 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 SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] THE BANK OF NEW YORK By: ------------------------------------ Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] BANK ONE, N.A. (Main Office Chicago) By: ----------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] FLEET NATIONAL BANK By: --------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] CREDIT LYONNAIS NEW YORK BRANCH By: ------------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] WACHOVIA BANK NATIONAL ASSOCIATION (f/k/a First Union Commercial Corporation) By: --------------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] HSBC BANK USA By: ------------------------------------ Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND By: ------------------------------------- Title: By: ------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] COMERICA BANK By: ---------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] CREDIT INDUSTRIEL ET COMMERCIAL By: --------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] BARCLAYS BANK PLC By: ----------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] SOCIETE GENERALE By: ----------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] SUNTRUST BANK By: ----------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] WEBSTER BANK By: --------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] THE BANK OF NOVA SCOTIA By: ---------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] CREDIT SUISSE FIRST BOSTON By: ---------------------------------------- Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] NONCONSENTING LENDERS: Each undersigned Nonconsenting Lender hereby consents to the waiver of the Nonconsenting Lender Notice Period set forth in Section 1 of this Amendment and agrees to the assignments of the Commitments and the Loan Exposure of such Nonconsenting Lender provided in Section 2 of this Amendment, but does not consent to any other term of this Amendment. GENERAL ELECTRIC CAPITAL CORPORATION By: ---------------------------------------- Title: 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 SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] NONCONSENTING LENDERS: The undersigned Nonconsenting Lender hereby consents to the waiver of the Nonconsenting Lender Notice Period set forth in Section 1 of this Amendment and agrees to the assignments of its Commitments and the Loan Exposure provided in Section 2 of this Amendment, but does not consent to any other term of this Amendment. THE MITSUBISHI TRUST AND BANKING CORPORATION By: ------------------------------------------ Title: RZB FINANCE LLC By: ------------------------------------------ Title: ERSTE BANK, NEW YORK By: ------------------------------------------ Title: [SIGNATURE PAGES TO CONSENT, WAIVER AND OMNIBUS AMENDMENT REGARDING SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT] SCHEDULE I ---------- Schedule I ---------- To Credit Agreement Lenders/Address for Notices Revolving 364-Day Commitment LEHMAN COMMERCIAL PAPER INC. $24,916,666.66 c/o Lehman Brothers, Inc. 745 7th Avenue New York, NY 10019 Attention: Andrew Keith Fax: (646) 758-4656 Tel: (212) 526-4059 BANK OF AMERICA, N.A. $24,916,666.66 335 Madison Avenue New York, NY 10017 Attention: Igor Suica Fax: (212) 503-7771 Tel: (212) 503-8101 with a copy to other parties listed in ss. 10.2 for BOA. CREDIT LYONNAIS NEW YORK BRANCH $17,366,666.67 1301 Avenue of the Americas New York, NY 10019-6022 Attention: Scott R. Chappelka Fax: (212) 459-3179 Tel: (212) 261-7316 FLEET NATIONAL BANK $17,366,666.67 100 Federal Street MA DE 10010A Boston, MA 02110 Attention: Roger Boucher Fax: (617) 434-0601 Tel: (617) 434-3951 SCHED. I - 1 BARCLAYS BANK PLC $17,366,666.67 222 Broadway, 8th Floor New York, NY 10038 Attention: Russell Johnson Fax: (212) 412-2441 Tel: (212) 412-2895 BANK ONE, NA (MAIN OFFICE CHICAGO) $30,000,00.00 Mail Code: MI1-8073 611 Woodward Avenue Detroit, MI 48226 Attention: Latha Arabandi Fax: (313) 225-1671 Tel: (313) 225-1783 THE BANK OF NEW YORK $17,366,666.67 One Wall Street, 22nd Floor New York, NY 10286 Attention: Ken Sneider Fax: (212) 635-1480 Tel: (212) 635-6863 SOCIETE GENERALE $20,000,000.00 181 West Madison, Suite 3400 Chicago, IL 60602 Attention: Joe Moreno Fax: (312) 578-5099 Tel: (312) 578-5050 HSBC BANK USA $8,333,333.33 452 Fifth Ave. New York, NY 10018 Attention: Bruce Wicks Fax: (212) 525-2556 Tel: (212) 525-2543 WACHOVIA BANK NATIONAL ASSOCIATION $17,366,666.67 1339 Chestnut Street Philadelphia, PA 19107 Attention: Robert McGill Fax: (267) 321-6218 Tel: (267) 321-6702 SCHED. I - 2 COMERICA BANK $6,666,666.67 500 Woodward Avenue 9th Floor, MC 3279 Detroit, MI 48275-3280 Attention: Joel S. Gordon Fax: (313) 222-3330 Tel: (313) 222-3647 CREDIT INDUSTRIEL ET COMMERCIAL $11,666,666.67 520 West Madison Avenue, 37th Floor New York, NY 10022 Attention: Brian O'Leary Fax: (212) 715-4535 Tel: (212) 715-4422 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND $5,000,000.00 LaTouche House, I.F.S.C. Dublin 1 Ireland Attention: Olivia Barrier Fax: 011-353-1-829-0129 Tel: 011-353-1-611-5364 SUNTRUST BANK $15,000,000.00 25 Park Place Atlanta, GA 30303 Attention: Richard Wilson Fax: (404) 575-2693 Tel: (404) 230-5426 WEBSTER BANK $3,333,333.33 CitiPlace II, 185 Asylum Street Hartford, CT 06103 Attention: John Gilsenan Fax: (860) 947-1872 Tel: (860) 692-1343 BANK OF NOVA SCOTIA $8,333,333.33 One Liberty Plaza, 26th Floor New York, NY 10006 Attention: Ben Sileo Fax: (212) 225-5076 Tel: (212) 225-5090 SCHED. I - 3 CREDIT SUISSE FIRST BOSTON $5,000,000.00 11 Madison Ave., 20th Floor New York, NY 10010-3629 Attention: Karl Studee Fax: (212) 325-8326 Tel: (212) 325-9163 SCHED. I - 4 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 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 Detection CA Borrower Systems Corporation California -------------- -------------------------------------------- ------------- ------------------------------ 12 L-3 Communications Security and Detection DE Borrower 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