Form 8-K

Decrease in Principal

Amount of Securities

Increase in Principal

Amount of Securities

Principal Amount of

Securities Remaining

After Such Decrease or

Increase

Notation by

Security Registrar

0001193125-14-214531.txt : 20140528 0001193125-14-214531.hdr.sgml : 20140528 20140528131236 ACCESSION NUMBER: 0001193125-14-214531 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20140528 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140528 DATE AS OF CHANGE: 20140528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L 3 COMMUNICATIONS HOLDINGS INC CENTRAL INDEX KEY: 0001056239 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133937434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14141 FILM NUMBER: 14872079 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L 3 COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001039101 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133937436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-46983 FILM NUMBER: 14872080 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 1216971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 8-K 1 d732915d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2014

L-3 COMMUNICATIONS HOLDINGS, INC.

L-3 COMMUNICATIONS CORPORATION

(Exact names of registrants as specified in their charters)

DELAWARE

001-14141

333-46983

13-3937434

13-3937436

(State or other Jurisdiction

of Incorporation)

(Commission

File Numbers)

(IRS Employer

Identification Nos.)


600 THIRD AVENUE, NEW YORK, NEW YORK		10016
(Address of Principal Executive Offices)		(Zip Code)

Registrants’ telephone number, including area code: (212) 697-1111

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. — Entry Into a Material Definitive Agreement.

On May 28, 2014, L-3 Communications Corporation (the “Company”), a wholly owned subsidiary of L-3 Communications Holdings, Inc. (“L-3 Holdings”), completed its underwritten public offering of $350,000,000 aggregate principal amount of 1.50% Senior Notes due 2017 (the “2017 Notes”) and $650,000,000 aggregate principal amount of 3.95% Senior Notes due 2024 (the “2024 Notes” and, together with the 2017 Notes, the “Notes”) pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company, the subsidiary guarantors named therein (the “Subsidiary Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and the other several underwriters named in Schedule A of the Underwriting Agreement. The Underwriting Agreement has previously been filed as Exhibit 1.1 to the Company’s and L-3 Holdings’ Current Report on Form 8-K filed May 16, 2014. In connection with the issuance of the Notes, on May 28, 2014, the Company and the Subsidiary Guarantors entered into a Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to an indenture (the “Base Indenture”) entered into on May 21, 2010 (the “Base Indenture”, and together with the Fifth Supplemental Indenture, the “Indenture”) with the Trustee.

The 2017 Notes: (i) were issued at a price to the public of 99.851% of their principal amount, (ii) will bear interest at a fixed rate of 1.50% per year, payable semi-annually on May 28 and November 28 of each year to holders of record on the immediately preceding May 14 and November 14, respectively, beginning on November 28, 2014 and (iii) will mature on May 28, 2017. The 2024 Notes: (i) were issued at a price to the public of 99.445% of their principal amount, (ii) will bear interest at a fixed rate of 3.95% per year, payable semi-annually on May 28 and November 28 of each year to holders of record on the immediately preceding May 14 and November 14, respectively, beginning on November 28, 2014 and (iii) will mature on May 28, 2024. Interest on the Notes will accrue from and including May 28, 2014.

The Notes are unsecured senior obligations of the Company and rank equal in right of payment with all of the Company’s other existing and future senior indebtedness. In addition, the Notes are guaranteed on an unsecured senior basis by each of the Company’s material domestic subsidiaries that guarantees any of the Company’s other indebtedness.

The Company may redeem some or all of the Notes at any time or from time to time, as a whole or in part, at its option at the prices and on the terms set forth in the Indenture. In addition, upon the occurrence of a “Change of Control Triggering Event,” as defined in the Indenture, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.

The Indenture also contains covenants that, among other things, limit the Company’s ability and the ability of certain of its subsidiaries to create or assume certain liens or enter into sale and leaseback transactions, and the Company’s ability to engage in mergers or consolidations or transfer or lease all or substantially all of its assets. Finally, the Indenture contains customary events of default.

The sale of the Notes was made pursuant to the Company’s and the subsidiary guarantors’ Registration Statement on Form S-3 (File No. 333-188457) (the “Registration Statement”) and the prospectus supplement, dated May 13, 2014, to the prospectus contained therein dated May 8, 2013.

The Company intends to use a portion of the net proceeds from the offering of the Notes to fund in its entirety the redemption (and any associated conversions) of all of L-3 Holdings’ outstanding 3.00% Convertible Contingent Debt Securities due 2035 (the “CODES”), of which the Company is a guarantor. The remaining net proceeds will be used for general corporate purposes. As of March 28, 2014, there was approximately $689 million in aggregate principal amount of CODES outstanding. On May 13, 2014, L-3 Holdings issued a notice of redemption to holders of the CODES specifying a redemption date of June 2, 2014.

The foregoing description is qualified by reference to the Base Indenture and Fifth Supplemental Indenture. The Base Indenture is filed as Exhibit 4.1 to the Registration Statement and the Fifth Supplemental Indenture is filed herewith as Exhibit 4.2 and such documents are incorporated by reference herein.

ITEM 2.03. — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 with respect to the Notes is hereby incorporated by reference into this Item 2.03.

ITEM 8.01. — Other Events.

In connection with the offering of the Notes, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) the Fifth Supplemental Indenture (including the forms of 2017 Notes and 2024 Notes), (ii) the legal opinion of Simpson Thacher & Bartlett LLP, and related consent, (iii) the legal opinion of Steven M. Post, Senior Vice President, General Counsel and Corporate Secretary of the Company, and related consent and (iv) information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement.

ITEM 9.01. — Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Title

4.2		Fifth Supplemental Indenture, dated as of May 28, 2014, among L-3 Communications Corporation, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee.

4.3		Form of 2017 Notes (included in Exhibit 4.2).

4.4		Form of 2024 Notes (included in Exhibit 4.2).

5.2		Opinion of Simpson Thacher & Bartlett LLP dated May 28, 2014.

5.3		Opinion of Steven M. Post dated May 28, 2014.

23.3		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.2).

23.4		Consent of Steven M. Post (included in Exhibit 5.3).

99.1		Information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement (File No. 333-188457).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


L-3 COMMUNICATIONS HOLDINGS, INC. L-3 COMMUNICATIONS CORPORATION

By:	/s/ Allen E. Danzig
	Name:	Allen E. Danzig
	Title:	Vice President, Assistant General Counsel and Assistant Secretary

Dated: May 28, 2014

EXHIBIT INDEX


Exhibit Number		Title

4.2		Fifth Supplemental Indenture, dated as of May 28, 2014, among L-3 Communications Corporation, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee.

4.3		Form of 2017 Notes (included in Exhibit 4.2).

4.4		Form of 2024 Notes (included in Exhibit 4.2).

5.2		Opinion of Simpson Thacher & Bartlett LLP dated May 28, 2014.

5.3		Opinion of Steven M. Post dated May 28, 2014.

23.3		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.2).

23.4		Consent of Steven M. Post (included in Exhibit 5.3).

99.1		Information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement (File No. 333-188457).

EX-4.2 2 d732915dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

L-3 COMMUNICATIONS CORPORATION

as Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

Fifth Supplemental Indenture

Dated as of May 28, 2014

$350,000,000 1.50% Senior Notes due May 28, 2017

$650,000,000 3.95% Senior Notes due May 28, 2024

FIFTH SUPPLEMENTAL INDENTURE dated as of May 28, 2014 among L-3 Communications Corporation, a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company and the guarantors listed on the signature pages thereto have heretofore entered into an Indenture, dated as of May 21, 2010 (the “Original Indenture”), with the Trustee;

WHEREAS, the Company and the guarantors listed on the signature pages thereto have heretofore entered into the First Supplemental Indenture to the Original Indenture on May 21, 2010, under which the Company’s 4.75% Senior Notes due 2020 were established as a separate Series of Securities under the Original Indenture;

WHEREAS, the Company and the guarantors listed on the signature pages thereto have heretofore entered into the Second Supplemental Indenture to the Original Indenture on February 7, 2011, under which the Company’s 4.95% Senior Notes due 2021 were established as a separate Series of Securities under the Original Indenture;

WHEREAS, the Company and the guarantors listed on the signature pages thereto have heretofore entered into the Third Supplemental Indenture to the Original Indenture on November 22, 2011, under which the Company’s 3.95% Senior Notes due 2016 were established as a separate Series of Securities under the Original Indenture;

WHEREAS, the Company and the guarantors listed on the signature pages thereto have heretofore entered into the Fourth Supplemental Indenture to the Original Indenture on February 3, 2012, under which certain subsidiaries of the Company became Guarantors (as defined in the Original Indenture) in accordance with the terms of the Original Indenture;

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as supplemented by this Fifth Supplemental Indenture, is herein called the “Indenture”;

WHEREAS, under the Original Indenture, a new Series of Securities may at any time be established pursuant to a supplemental indenture executed by the Company and the Trustee;

WHEREAS, the Company proposes to create under the Indenture two new Series of Securities;

WHEREAS, the Company desires to issue $350,000,000 in aggregate principal amount of 2017 Notes (as defined below) and $650,000,000 in aggregate principal amount of 2024 Notes (as defined below), which will each be a new Series of Securities under the Indenture;

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WHEREAS, all conditions necessary to authorize the execution and delivery of this Fifth Supplemental Indenture and to make it a legal, valid and binding obligation of the Company and the Guarantors have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree to the following provisions:

Capitalized terms used but not defined herein have the meanings ascribed thereto in the Original Indenture.

ARTICLE I

1.50% Senior Notes due 2017 and 3.95% Senior Notes due 2024

SECTION 1.01 Establishment and Terms.

There are hereby established two new Series of Securities to be issued under the Indenture, to be designated as (i) the Company’s 1.50% Senior Notes due 2017 (the “2017 Notes”) and (ii) the Company’s 3.95% Senior Notes due 2024 (the “2024 Notes” and, together with the 2017 Notes, the “Notes”).

The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The 2017 Notes that are to be authenticated and delivered on the date hereof (the “Initial 2017 Notes”) will be in an aggregate principal amount of $350,000,000. The 2024 Notes that are to be authenticated and delivered on the date hereof (the “Initial 2024 Notes” and, together with the Initial 2017 Notes, the “Initial Notes”) will be in an aggregate principal amount of $650,000,000 .

With respect to any additional 2017 Notes (the “Additional 2017 Notes”) or any additional 2024 Notes (the “Additional 2024 Notes” and, together with the Additional 2017 Notes, the “Additional Notes”) the Company elects to issue under the Indenture, the Company shall set forth in an Officers’ Certificate the following information:

(i)

the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and

(ii)

the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue.

For purposes of the Indenture, notes will not be deemed to be Additional Notes of a Series unless the maturity date, interest payment dates, record dates and interest rate are identical to the Initial Notes for that Series.

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The Initial 2017 Notes and any Additional 2017 Notes shall be considered collectively as a single class for all purposes of the Indenture. Holders of the Initial 2017 Notes and any Additional 2017 Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial 2017 Notes or any Additional 2017 Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

The Initial 2024 Notes and any Additional 2024 Notes shall be considered collectively as a single class for all purposes of the Indenture. Holders of the Initial 2024 Notes and any Additional 2024 Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial 2024 Notes or any Additional 2024 Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

The 2017 Notes shall each be issued in the form of one or more Global Securities in substantially the form set out in Exhibit A. The 2024 Notes shall each be issued in the form of one or more Global Securities in substantially the form set out in Exhibit B. The initial Depositary with respect to the Notes shall be The Depository Trust Company (“DTC”).

SECTION 1.02 Maturity, Payment of Principal and Interest.

The 2017 Notes will mature on May 28, 2017. The 2024 Notes will mature on May 28, 2024.

The 2017 Notes will bear interest at the rate of 1.50% per annum. The 2024 Notes will bear interest at the rate of 3.95% per annum. The interest payment dates with respect to the Notes will be May 28 and November 28 of each year. The first interest payment date with respect to the Initial Notes will be November 28, 2014. Interest payable on each May 28 and November 28 shall be paid to the Person in whose name the applicable Note is registered on the immediately preceding May 14 and November 14, respectively. Interest on the Initial Notes will accrue from May 28, 2014. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

All payments of principal, premium (if any) and interest on the Notes shall be made in accordance with Section 4.1 of the Original Indenture and in the manner set forth in Section 2.13 of the Original Indenture and Exhibit A hereto in the case of the 2017 Notes and Exhibit B hereto in the case of the 2024 Notes.

SECTION 1.03 No Sinking Fund or Payments of Additional Amounts.

The Notes will not be subject to a sinking fund and no payments of Additional Amounts shall be made on the Notes.

SECTION 1.04 Optional Redemption.

The Company may, at its option, redeem the 2017 Notes in whole at any time or in part from time to time, and, prior to February 28, 2024, the Company may, at its option redeem the 2024 Notes in whole at any time or in part from time to time, in each case, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to the greater of:

(i)

100% of the principal amount of the Notes being redeemed, and

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(ii)

the present value of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 10 basis points in the case of the 2017 Notes and 20 basis points in the case of the 2024 Notes.

At any time on or after February 28, 2024, with respect to the 2024 Notes, the Company may, at its option, redeem the 2024 Notes in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the 2024 Notes being redeemed.

If the Company elects to redeem the Notes pursuant to this Section 1.04, it shall also pay accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

In determining the redemption price and accrued interest pursuant to this Section 1.04, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

For the purposes of this Section 1.04, the following definitions are applicable:

“Comparable Treasury Issue” means, with respect to the Notes, the United States Treasury security selected by the Reference Treasury Dealer appointed by the Company as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if such release (or any successor release) is not published or does not contain such price on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Company is given fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means (A) Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. (or their respective affiliates which are Primary Treasury Dealers) and each of their successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Company.

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“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to any Notes, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

SECTION 1.05 Notice of Redemption; Notes Redeemed in Part. Any notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if any notice of redemption is subject to one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed.

In the event of a partial redemption of the 2017 Notes or the 2024 Notes represented by Global Securities, the Trustee shall select the Notes of the applicable Series to be redeemed in accordance with the procedures of DTC. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed.

SECTION 1.06 Offer To Repurchase Upon Change Of Control Triggering Event.

(a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the 2017 Notes or the 2024 Notes pursuant to Section 1.04 of this Fifth Supplemental Indenture, each Holder of such 2017 Notes or 2024 Notes, as applicable, shall have the right to require the Company to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following the date upon which any Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control Triggering Event but subject to the

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occurrence of a Change of Control Triggering Event, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice, if mailed prior to the occurrence of the Change of Control Triggering Event, shall state that the Change of Control Offer is conditioned on the occurrence of a Change of Control Triggering Event on or prior to the Change of Control Payment Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event.

(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:

(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer and not withdrawn;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and not withdrawn; and

(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

The Paying Agent shall promptly transmit to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Article III of the Original Indenture and this Section 1.06 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

“Change of Control” means the occurrence of any one of the following:

(1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any person (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;

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(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any person (as defined above) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares, other than by a person whose outstanding Voting Stock, measured by voting power rather than number of shares, is owned 100%, directly or indirectly, by L-3 Communications Holdings, Inc.; or

(3) the adoption of a plan relating to the liquidation or dissolution of the Company.

“Change of Control Triggering Event” means, with respect to each of the 2017 Notes and the 2024 Notes, that such 2017 Notes or 2024 Notes cease to be rated Investment Grade by at least two of the three Rating Agencies on any date during the 60-day period (the “Trigger Period”) commencing on the earlier of (1) the occurrence of a Change of Control and (2) public notice of the pending occurrence of a Change of Control or our intention to effect a Change of Control (which Trigger Period will be extended for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change).

Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control (1) if the Rating Agencies making the reduction in rating that causes the 2017 Notes or the 2024 Notes, as applicable, to cease to be rated Investment Grade do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the ratings reduction) and (2) unless and until such Change of Control has actually been consummated.

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P).

“Moody’s” means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation, and its successors.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Rating Agency” means each of Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P and Fitch ceases to provide rating services to issuers or investors, the Company may appoint a nationally recognized replacement for such Rating Agency.

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

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SECTION 1.07 Denominations. The Notes shall be issued only in fully registered book-entry form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

ARTICLE II

MISCELLANEOUS

SECTION 2.01 Trustee Matters. The recitals in this Fifth Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Fifth Supplemental Indenture as fully and with like effect as if set forth herein in full.

SECTION 2.02 Ratification. The Original Indenture is in all respects ratified and confirmed, and, with respect to the Notes, the Original Indenture and this Fifth Supplemental Indenture shall be read, taken and construed as one and the same instrument; provided that in case of conflict between this Fifth Supplemental Indenture and the Original Indenture, this Fifth Supplemental Indenture shall control. This Fifth Supplemental Indenture shall apply only to the Notes, and not to any other Series of Securities that have been or, except as provided in the terms thereof, may be issued under the Original Indenture.

SECTION 2.03 Counterpart Originals. This Fifth Supplemental Indenture may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

SECTION 2.04 Performance by DTC, Euroclear or Cede & Co. Neither the Company nor the Trustee shall have any responsibility for the performance of DTC, Euroclear or Cede & Co., or any of their participants, direct or indirect, of their respective obligations under the rules and procedures governing their operations.

SECTION 2.05 Trust Indenture Act Controls. If any provision of this Fifth Supplemental Indenture limits, qualifies or conflicts with the duties imposed by operation of Section 318(c) of the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), the imposed duties shall control.

SECTION 2.06 Effect of Headings. The Article and Section headings herein have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 2.07 Governing Law. This Fifth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

-8-

SECTION 2.08 Provisions for the Sole Benefit of Parties and Holders. Nothing in the Original Indenture, as supplemented, amended and modified by this Fifth Supplemental Indenture, or in the Notes, expressed or implied, is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Company, the Trustee, the Paying Agent and the registered owners of the Notes, any legal or equitable right, remedy or claim under or by reason of the Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in the Indenture contained by and on behalf of the Company shall be for the sole and exclusive benefit of the Company, the Trustee, the Paying Agent and the registered owners of the Notes.

-9-

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the day and year first above written.


L-3 COMMUNICATIONS CORPORATION, as Issuer

By:		/s/ Steven M. Post
		Name: Steven M. Post
		Title: Senior Vice President, General
		Counsel and Corporate Secretary

Guarantors:

BROADCAST SPORTS INC.

ELECTRODYNAMICS, INC.

FUNA INTERNATIONAL, INC.

INTERSTATE ELECTRONICS CORPORATION

L-3 APPLIED TECHNOLOGIES, INC.

L-3 CHESAPEAKE SCIENCES CORPORATION

L-3 COMMUNICATIONS AIS GP CORPORATION

L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC.

L-3 COMMUNICATIONS CINCINNATI ELECTRONICS CORPORATION

L-3 COMMUNICATIONS DYNAMIC POSITIONING AND CONTROL SYSTEMS, INC.

L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC.

L-3 COMMUNICATIONS EO/IR, INC.

L-3 COMMUNICATIONS ESSCO, INC.

L-3 COMMUNICATIONS FLIGHT CAPITAL LLC

L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC

L-3 COMMUNICATIONS FOREIGN HOLDINGS, INC.

L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC

L-3 COMMUNICATIONS INVESTMENTS INC.

L-3 COMMUNICATIONS KLEIN ASSOCIATES, INC.

L-3 COMMUNICATIONS MARIPRO, INC.

L-3 COMMUNICATIONS MOBILE-VISION, INC.

L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS, INC.

L-3 COMMUNICATIONS SONOMA EO, INC.

L-3 COMMUNICATIONS VECTOR INTERNATIONAL AVIATION LLC

L-3 COMMUNICATIONS VERTEX AEROSPACE LLC

L-3 COMMUNICATIONS WESTWOOD CORPORATION

L-3 DOMESTIC HOLDINGS, INC.

L-3 FUZING AND ORDNANCE SYSTEMS, INC.

L-3 G.A. INTERNATIONAL, INC.

L-3 NATIONAL SECURITY SOLUTIONS, INC.

L-3 TACTICAL SYSTEMS, INC.

L-3 UNIDYNE, INC.

L-3 UNMANNED SYSTEMS, INC.

PAC ORD INC.

POWER PARAGON, INC.

SPD ELECTRICAL SYSTEMS, INC.

SPD SWITCHGEAR INC.

TITAN FACILITIES, INC.

As Guarantors


By:		/s/ Steven M. Post
Name:		Steven M. Post
Title:		Senior Vice President, Secretary

L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., a Delaware limited partnership

As a Guarantor


By:		L-3 COMMUNICATIONS AIS GP CORPORATION, as General Partner

By:		/s/ Steven M. Post
Name:		Steven M. Post
Title:		Senior Vice President, Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:

/s/ Lawrence M. Kusch

Name: Lawrence M. Kusch

Title: Vice President

EXHIBIT A

FORM OF 2017 NOTE

[FACE OF SECURITY]

[Global Note]

[Certificated Note]

[IF THIS SECURITY IS TO BE A GLOBAL SECURITY, IT SHALL BEAR THE FOLLOWING LEGEND:]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.

[FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF THE DEPOSITORY TRUST COMPANY IT SHALL BEAR THE FOLLOWING LEGEND:]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO L-3 COMMUNICATIONS CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

A-1

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

A-2

L-3 COMMUNICATIONS CORPORATION

1.50% SENIOR NOTES DUE 2017

No.

CUSIP No. 502413 BC0

ISIN No. US502413BC01

L-3 Communications Corporation, a Delaware corporation (the “Issuer”), for value received promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars[, or such greater or lesser amount as indicated on the Schedule I hereto,]¹ on May 28, 2017.


Interest Payment Dates:		May 28 and November 28

Record Dates:		May 14 and November 14

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile by its duly authorized officers.

Dated:


L-3 COMMUNICATIONS CORPORATION

By:
		Name: Title:

By:
		Name: Title:


Attest:

By
		Name: Title:

¹^.	To be included in any Global Note.

A-3

Certificate of Authentication:

This is one of the Securities of the Series designated

therein referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee


By:				Dated:

Authorized Signatory

A-4

[REVERSE OF SECURITY]

L-3 COMMUNICATIONS CORPORATION

1.50% SENIOR NOTES DUE 2017

This Security is one of a duly authorized issue of 1.50% Senior Notes due 2017 (the “Securities”) of L-3 Communications Corporation, a Delaware corporation (the “Issuer”). The Issuer issued the Securities under an Indenture dated as of May 21, 2010 (the “Original Indenture”) among the Issuer, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture dated as of May 28, 2014 (the “Fifth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

1. Interest. The Issuer promises to pay interest on the principal amount of this Security at 1.50% per annum from May 28, 2014 until maturity. The Issuer will pay interest semiannually on May 28 and November 28 of each year, or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the Securities will accrue from the most recent interest payment date on which interest has been paid or, if no interest has been paid, from May 28, 2014; provided that if there is no existing Default in the payment of interest, and if this Security is authenticated between a record date referred to on the face hereof and the next succeeding interest payment date, interest shall accrue from such next succeeding interest payment date; provided, further, that the first interest payment date shall be November 28, 2014. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment. The Issuer will pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders of Securities at the close of business on the record date next preceding the interest payment date, even if such Securities are canceled after such record date and on or before such interest payment date. The Holder must surrender this Security to a Paying Agent to collect principal payments. The Issuer will pay the principal of and interest on the Securities in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Such amounts shall be payable at the offices of the Trustee or any Paying Agent; provided that at the option of the Issuer, the Issuer may pay such amounts (1) by wire transfer with respect to Securities represented by a Global Note or (2) by check payable in such money mailed to a Holder’s registered address with respect to any Security.

3. Paying Agent and Registrar. Initially, the Trustee will act as Paying Agent and Registrar. The Issuer may change any Paying Agent, Registrar, co-registrar or additional paying agent without notice to any Holder. The Issuer or any of the Issuer’s subsidiaries may act in any such capacity.

4. Indenture. The terms of the Securities include those stated in the Indenture and the provisions made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Fifth Supplemental Indenture; provided, that if any provision of the Indenture limits, qualifies or

A-5

conflicts with the duties imposed by operation of TIA Section 318(c), the imposed duties shall control. Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Securities are unsecured senior obligations of the Issuer and rank equally with all of the Issuer’s existing and future unsecured indebtedness. The Indenture provides for the issuance of other Series of debt securities thereunder.

5. Optional Redemption.

(a) The Issuer may, at its option, redeem the Securities in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Securities being redeemed, and

(ii) the present value of the Remaining Scheduled Payments on the Securities being redeemed on the redemption date, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 10 basis points.

(b) If the Issuer elects to redeem the Securities, it will also pay accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. In determining the redemption price and accrued interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

6. Mandatory Redemption.

Except as set forth in paragraph 7 below, the Issuer shall not be required to make mandatory redemption payments with respect to the Securities.

7. Repurchase At Option Of Holder.

Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has exercised its right to redeem the Securities as described above, each Holder will have the right to require the Issuer to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Securities pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date; provided, that the Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. Within 30 days following the date upon which any Change of Control Triggering Event occurs, or at the Issuer’s option, prior to any Change of Control Triggering Event but subject to the occurrence of a Change of Control Triggering Event, the Issuer will mail a notice

A-6

to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Securities on the date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice, if mailed prior to the occurrence of the Change of Control Triggering Event, will state that the Change of Control Offer is conditioned on the occurrence of a Change of Control Triggering Event on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Triggering Event.

8. Notice of Redemption.

Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Securities are to be redeemed at its registered address. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Securities held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Securities or portions thereof called for redemption. Any notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent. In addition, if any notice of redemption is subject to one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In the event of a partial redemption of the 2017 Notes or the 2024 Notes represented by Global Securities, the Trustee shall select the Notes of the applicable Series to be redeemed in accordance with the procedures of DTC. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed.

9. Denominations, Transfer, Exchange.

The Securities are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Security or portion of a Security selected for redemption, except for the unredeemed portion of any Security being redeemed in part. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed or during the period between a record date and the corresponding interest payment date.

10. Persons Deemed Owners.

The registered Holder of a Security may be treated as its owner for all purposes.

A-7

11. Amendment, Supplement and Waiver.

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities, and any existing default or compliance with any provision of the Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities). Without the consent of any Holder of a Security, the Indenture or the Securities may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Securities in addition to or in place of certificated Securities, to provide for the assumption of the Issuer’s obligations to Holders of the Securities in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the legal rights under the Indenture of any such Holder, to secure the Securities or to add additional guarantors, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or to conform the text of the Indenture or the Securities to any provision in the Prospectus, dated May 8, 2013, as supplemented by the Prospectus Supplement, dated May 13, 2014, with respect to the Securities, under the captions “Description of the Senior Notes” and “Description of Senior Unsecured Notes,” to the extent that such provision was intended to be a verbatim recitation of the Indenture, the Subsidiary Guarantees or the Securities.

12. Defaults and Remedies.

An “Event of Default” means any of the following: (i) default for 30 days in the payment when due of interest with respect to, the Securities; (ii) default in payment when due of the principal of or premium, if any, on the Securities; (iii) failure by the Issuer to comply with the covenants contained in section 1.06 of the Fifth Supplemental Indenture or section 5.1 of the Original Indenture; (iv) failure by the Issuer to comply with any of its other agreements in the Original Indenture or the Securities for 90 days after written notice is received by the Issuer and the Trustee from the Holders of at least 25% in aggregate principal amount of the Securities then outstanding; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of the Issuer or any of its Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date hereof, which default relates to a payment at final maturity or results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of all other Indebtedness that is not paid at final maturity or results in the maturity of which has been so accelerated, aggregates $100.0 million or more; (vi) failure by the Issuer or any of its Subsidiaries to pay final judgments aggregating in excess of $100.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Issuer or any of its Significant Subsidiaries; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee of a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid.

A-8

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities by notice in writing, may declare the principal amount of and accrued and unpaid interest on all the Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Issuer or any Significant Subsidiary, the principal amount of and accrued and unpaid interest on all the Securities will become due and payable without further action or notice. Holders of the Securities may not enforce the Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium or interest) if it determines that withholding notice is in their interest.

The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Securities.

13. Trustee Dealings with Issuer.

The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

14. No Recourse against Others.

A director, officer, employee, incorporator or stockholder, of the Issuer or any Subsidiary of the Issuer, as such, shall not have any liability for any obligations of the Issuer or any Subsidiary of the Issuer under the Securities, the Indenture or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

15. Authentication. The Securities shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Securities as a convenience to the Holders of the Securities. No representation is made as to the accuracy of such numbers as printed on the Securities and reliance may be placed only on the other identification numbers printed thereon.

17. Indenture to Control; Governing Law. In the case of any conflict between the provisions of this Security and the Indenture, the provisions of the Indenture shall control. The Indenture and the Securities shall be governed by and construed under the laws of the State of New York.

A-9

18. Abbreviations and Definitions. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Request may be made to:

L-3 Communications Corporation

600 Third Avenue, 34^th Floor

New York, New York 10016

Attention: Secretary

Telephone: (212) 697-1111

A-10

SCHEDULE I²

The initial aggregate principal amount of Securities evidenced by the Certificate to which this Schedule is attached is $ . The notations on the following table evidence decreases and increases in the aggregate principal amount of Securities evidenced by such Certificate.

²	To be included in any Global Note.

A-11

ASSIGNMENT FORM

To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to

(Insert assignee’s social security or tax I.D. number)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

as agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on

the face of this Security)

Signature Guarantee:

(Participant in a Recognized Signature

Guaranty Medallion Program)

This assignment relates to $ principal amount of 1.50% Senior Notes due 2017 of L-3 Communications Corporation held in³ book-entry or definitive form by (the “Transferor”).

The Transferor has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.


[INSERT NAME OF TRANSFEROR]

By:
Name:
Title: Address:

Date:

³^.	Fill in blank or check appropriate box, as applicable.

A-12

EXHIBIT B

FORM OF 2024 NOTE

[FACE OF SECURITY]

[Global Note]

[Certificated Note]

[IF THIS SECURITY IS TO BE A GLOBAL SECURITY, IT SHALL BEAR THE FOLLOWING LEGEND:]

[FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF THE DEPOSITORY TRUST COMPANY IT SHALL BEAR THE FOLLOWING LEGEND:]

B-1

B-2

L-3 COMMUNICATIONS CORPORATION

3.95% SENIOR NOTES DUE 2024

No.

CUSIP No. 502413 BD8

ISIN No. US502413BD83

Interest Payment Dates: May 28 and November 28

Record Dates: May 14 and November 14

IN WITNESS WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile by its duly authorized officers.

Dated:


L-3 COMMUNICATIONS CORPORATION

By:
		Name: Title:

By:
		Name: Title:


Attest:

By:
		Name: Title:

⁴.	To be included in any Global Note.

B-3

Certificate of Authentication:

This is one of the Securities of the Series

designated therein referred to in the within-

mentioned Indenture.

B-4

[REVERSE OF SECURITY]

L-3 COMMUNICATIONS CORPORATION

3.95% SENIOR NOTES DUE 2024

This Security is one of a duly authorized issue of 3.95% Senior Notes due 2024 (the “Securities”) of L-3 Communications Corporation, a Delaware corporation (the “Issuer”). The Issuer issued the Securities under an Indenture dated as of May 21, 2010 (the “Original Indenture”) among the Issuer, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture dated as of May 28, 2014 (the “Fifth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

1. Interest. The Issuer promises to pay interest on the principal amount of this Security at 3.95% per annum from May 28, 2014 until maturity. The Issuer will pay interest semiannually on May 28 and November 28 of each year, or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the Securities will accrue from the most recent interest payment date on which interest has been paid or, if no interest has been paid, from May 28, 2014; provided that if there is no existing Default in the payment of interest, and if this Security is authenticated between a record date referred to on the face hereof and the next succeeding interest payment date, interest shall accrue from such next succeeding interest payment date; provided, further, that the first interest payment date shall be November 28, 2014. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

B-5

5. Optional Redemption.

(a) Prior to February 28, 2024, the Issuer may, at its option, redeem the Securities in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to the greater of:

(i)

100% of the principal amount of the Securities being redeemed, and

(ii)

the present value of the Remaining Scheduled Payments on the Securities being redeemed on the redemption date, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 20 basis points.

At any time on or after February 28, 2024, the Company may, at its option, redeem the Securities in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities being redeemed.

6. Mandatory Redemption.

Except as set forth in paragraph 7 below, the Issuer shall not be required to make mandatory redemption payments with respect to the Securities.

7. Repurchase At Option Of Holder.

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Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. Within 30 days following the date upon which any Change of Control Triggering Event occurs, or at the Issuer’s option, prior to any Change of Control Triggering Event but subject to the occurrence of a Change of Control Triggering Event, the Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Securities on the date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice, if mailed prior to the occurrence of the Change of Control Triggering Event, will state that the Change of Control Offer is conditioned on the occurrence of a Change of Control Triggering Event on or prior to the Change of Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Triggering Event.

8. Notice of Redemption.

9. Denominations, Transfer, Exchange.

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10. Persons Deemed Owners.

The registered Holder of a Security may be treated as its owner for all purposes.

11. Amendment, Supplement and Waiver.

12. Defaults and Remedies.

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13. Trustee Dealings with Issuer.

14. No Recourse against Others.

15. Authentication. The Securities shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

B-9

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Request may be made to:

L-3 Communications Corporation

600 Third Avenue, 34^th Floor

New York, New York 10016

Attention: Secretary

Telephone: (212) 697-1111

B-10

SCHEDULE I⁵

Decrease in Principal

Amount of Securities

Increase in Principal

Amount of Securities

Principal Amount of

Securities Remaining

After Such Decrease or

Increase

Notation by
Security Registrar

⁵	To be included in any Global Note.

B-11

ASSIGNMENT FORM

To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to

(Insert assignee’s social security or tax I.D. number)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

as agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on

the face of this Security)

Signature Guarantee:

(Participant in a Recognized Signature

Guaranty Medallion Program)

This assignment relates to $ principal amount of 3.95% Senior Notes due 2024 of L-3 Communications Corporation held in⁶ book-entry or definitive form by (the “Transferor”).

The Transferor has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.


[INSERT NAME OF TRANSFEROR]

By:
Name:
Title: Address:

Date:

⁶.	Fill in blank or check appropriate box, as applicable.

B-12

EX-5.2 3 d732915dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

[Letterhead of Simpson Thacher & Bartlett LLP]

May 28, 2014

L-3 Communications Corporation

600 Third Avenue, 34^th Floor

New York, NY 10016

Ladies and Gentlemen:

We have acted as counsel to L-3 Communications Corporation, a Delaware corporation (the “Company”), in connection with the issuance of $350,000,000 aggregate principal amount of 1.50% Senior Notes due 2017 and $650,000,000 aggregate principal amount of 3.95% Senior Notes due 2024 (collectively, the “Notes”) issued by the Company and the related guarantees of the subsidiaries of the Company named on Schedule I attached hereto (the “Delaware Guarantors”) and the subsidiaries of the Company named on Schedule II attached hereto (the “Non-Delaware Guarantors” and, taken together with the Delaware Guarantors, the “Guarantors”) pursuant to the Underwriting Agreement, dated May 13, 2014 (the “Underwriting Agreement”), among the Company, the Guarantors and the Underwriters named on Schedule A to the Underwriting Agreement (the “Underwriters”).

We have examined the Registration Statement on Form S-3 (File No. 333-188457) (the “Registration Statement”) filed by the Company and the Guarantors under the Securities Act of 1933, as amended (the “Securities Act”), as it became effective under the Securities Act; the Company’s and the Guarantors’ prospectus dated May 8, 2013 (the “Base Prospectus”), as supplemented by the prospectus supplement dated May 13, 2014 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), filed by the Company and the Guarantors pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act; the Indenture (including the

guarantees set forth therein (the “Guarantees”)), dated as of May 21, 2010, as supplemented by the Fifth Supplemental Indenture, dated as of May 28, 2014 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), relating to the Notes and the Guarantees; duplicates of the global notes representing the Notes; and the Underwriting Agreement. In addition, we also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

We have also assumed that (1) each of the Non-Delaware Guarantors is validly existing and in good standing under the law of the jurisdiction of its organization and has full corporate power and authority to authorize, execute, deliver, issue and perform, as applicable, each of its Guarantee and the Indenture; (2) each of the Non-Delaware Guarantors has duly authorized, executed and delivered, as applicable, the Guarantees and the Indenture; and (3) the execution, delivery and performance, as applicable, by each of the Non-Delaware Guarantors of the Guarantees and the Indenture does not and will not (A) violate the certificate of incorporation or bylaws or other organizational document of such Non-Delaware Guarantors, or violate the law of

-2-

the jurisdiction of its organization or the law of any other applicable jurisdiction (except that no such assumption is made with respect to the law of the State of New York) or (B) constitute a breach or violation or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Non-Delaware Guarantor is a party or by which such Non-Delaware Guarantor is bound or to which any of the property or assets of such Non-Delaware Guarantor is subject.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. The Notes have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.

2. The Guarantees have been duly authorized, issued and delivered by the Delaware Guarantors and, assuming due authentication of the Notes by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, the Guarantees will constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting 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.

We do not express any opinion herein concerning any law other than the law of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.

-3-

We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Current Report on Form 8-K of the Company filed with the Commission in connection with the offer and sale of the Notes by the Company and to the use of our name under the captions “Legal Matters” in the Prospectus Supplement and Base Prospectus.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

-4-

SCHEDULE I

DELAWARE GUARANTORS

BROADCAST SPORTS INC., a Delaware corporation

L-3 APPLIED TECHNOLOGIES, INC., a Delaware corporation

L-3 COMMUNICATIONS AIS GP CORPORATION, a Delaware corporation

L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC., a Delaware corporation

L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC., a Delaware corporation

L-3 COMMUNICATIONS ESSCO, INC., a Delaware corporation

L-3 COMMUNICATIONS FLIGHT CAPITAL LLC, a Delaware limited liability company

L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC, a Delaware limited liability company

L-3 COMMUNICATIONS FOREIGN HOLDINGS, INC., a Delaware corporation

L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC, a Delaware limited liability company

L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., a Delaware limited partnership

L-3 COMMUNICATIONS INVESTMENTS INC., a Delaware corporation

L-3 COMMUNICATIONS KLEIN ASSOCIATES, INC., a Delaware corporation

L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS, INC., 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 DOMESTIC HOLDINGS, INC., a Delaware corporation

L-3 FUZING AND ORDNANCE SYSTEMS, INC., a Delaware corporation

L-3 NATIONAL SECURITY SOLUTIONS, INC., a Delaware corporation

L-3 TACTICAL SYSTEMS, INC., a Delaware corporation

L-3 UNIDYNE, 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

-5-

SCHEDULE II

NON-DELAWARE GUARANTORS

ELECTRODYNAMICS, INC., an Arizona corporation

FUNA INTERNATIONAL, INC., a Florida corporation

INTERSTATE ELECTRONICS CORPORATION, a California corporation

L-3 CHESAPEAKE SCIENCES CORPORATION, a Maryland corporation

L-3 COMMUNICATIONS CINCINNATI ELECTRONICS CORPORATION, an Ohio corporation

L-3 COMMUNICATIONS DYNAMIC POSITIONING AND CONTROL SYSTEMS, INC., a California corporation

L-3 COMMUNICATIONS EO/IR, INC., a Florida corporation

L-3 COMMUNICATIONS MARIPRO, INC., a California corporation

L-3 COMMUNICATIONS MOBILE-VISION, INC., a New Jersey corporation

L-3 COMMUNICATIONS SONOMA EO, INC., a California corporation

L-3 COMMUNICATIONS WESTWOOD CORPORATION, a Nevada corporation

L-3 G.A. INTERNATIONAL, INC., a Florida corporation

L-3 UNMANNED SYSTEMS, INC., a Texas corporation

TITAN FACILITIES, INC., a Virginia corporation

-6-

EX-5.3 4 d732915dex53.htm EX-5.3 EX-5.3

Exhibit 5.3

[Letterhead of L-3 Communications Corporation]

May 28, 2014

L-3 Communications Corporation

600 Third Avenue, 34^th Floor

New York, NY 10036

Ladies and Gentlemen:

I am General Counsel of L-3 Communications Corporation, a Delaware corporation (the “Company”) and each of the subsidiaries of the Company named on Schedule I attached hereto (each, a “Non-Delaware Guarantor”).

I have examined the Registration Statement on Form S-3 (File No. 333-188457) filed by the Company and the subsidiaries of the Company named on Schedule II attached hereto (the “Guarantors”) under the Securities Act of 1933, as amended (the “Securities Act”), as it became effective under the Securities Act; the Company’s and the Guarantors’ prospectus dated May 8, 2013, as supplemented by the prospectus supplement dated May 13, 2014, filed by the Company and the Guarantors pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act; the Indenture (including the guarantees set forth therein (the “Guarantees”)) dated as of May 21, 2010, as supplemented by the Fifth Supplemental Indenture dated as of May 28, 2014 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the issuance of $350,000,000 aggregate principal amount of 1.50% Senior Notes due 2017 and $650,000,000 aggregate principal amount of 3.95% Senior Notes due 2024 (collectively, the “Notes”) issued by the Company pursuant to the Underwriting Agreement dated May 13, 2014 (the “Underwriting Agreement”) among the Company, the Guarantors and the Underwriters named on Schedule A to the Underwriting Agreement; duplicates of the global notes representing the Notes; and the Underwriting Agreement. In addition, I have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as I have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that (i) the Indenture has been duly authorized, executed and delivered by the Non-Delaware Guarantors and (ii) the Guarantees have been duly authorized, issued and delivered by the Non-Delaware Guarantors.

I do not express any opinion herein concerning any law other than the applicable corporate law for the jurisdiction of organization of each Non-Delaware Guarantor (including the statutory provisions and reported judicial decisions interpreting the foregoing), as the case may be.

I hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Current Report on Form 8-K of the Company filed with the Commission in connection with the offer and sale of the Notes by the Company.

Very truly yours,

/s/ Steven M. Post

Steven M. Post

SCHEDULE I

ELECTRODYNAMICS, INC., an Arizona corporation

FUNA INTERNATIONAL, INC., a Florida corporation

INTERSTATE ELECTRONICS CORPORATION, a California corporation

L-3 CHESAPEAKE SCIENCES CORPORATION, a Maryland corporation

L-3 COMMUNICATIONS CINCINNATI ELECTRONICS CORPORATION, an Ohio corporation

L-3 COMMUNICATIONS DYNAMIC POSITIONING AND CONTROL SYSTEMS, INC., a California corporation

L-3 COMMUNICATIONS EO/IR, INC., a Florida corporation

L-3 COMMUNICATIONS MARIPRO, INC., a California corporation

L-3 COMMUNICATIONS MOBILE-VISION, INC., a New Jersey corporation

L-3 COMMUNICATIONS SONOMA EO, INC., a California corporation

L-3 COMMUNICATIONS WESTWOOD CORPORATION, a Nevada corporation

L-3 G.A. INTERNATIONAL, INC., a Florida corporation

L-3 UNMANNED SYSTEMS, INC., a Texas corporation

TITAN FACILITIES, INC., a Virginia corporation

SCHEDULE II

DELAWARE GUARANTORS

BROADCAST SPORTS INC., a Delaware corporation

L-3 APPLIED TECHNOLOGIES, INC., a Delaware corporation

L-3 COMMUNICATIONS AIS GP CORPORATION, a Delaware corporation

L-3 COMMUNICATIONS AVIONICS SYSTEMS, INC., a Delaware corporation

L-3 COMMUNICATIONS ELECTRON TECHNOLOGIES, INC., a Delaware corporation

L-3 COMMUNICATIONS ESSCO, INC., a Delaware corporation

L-3 COMMUNICATIONS FLIGHT CAPITAL LLC, a Delaware limited liability company

L-3 COMMUNICATIONS FLIGHT INTERNATIONAL AVIATION LLC, a Delaware limited liability company

L-3 COMMUNICATIONS FOREIGN HOLDINGS, INC., a Delaware corporation

L-3 COMMUNICATIONS GERMANY HOLDINGS, LLC, a Delaware limited liability company

L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., a Delaware limited partnership

L-3 COMMUNICATIONS INVESTMENTS INC., a Delaware corporation

L-3 COMMUNICATIONS KLEIN ASSOCIATES, INC., a Delaware corporation

L-3 COMMUNICATIONS SECURITY AND DETECTION SYSTEMS, INC., 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 DOMESTIC HOLDINGS, INC., a Delaware corporation

L-3 FUZING AND ORDNANCE SYSTEMS, INC., a Delaware corporation

L-3 NATIONAL SECURITY SOLUTIONS, INC., a Delaware corporation

L-3 TACTICAL SYSTEMS, INC., a Delaware corporation

L-3 UNIDYNE, 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

NON-DELAWARE GUARANTORS

ELECTRODYNAMICS, INC., an Arizona corporation

FUNA INTERNATIONAL, INC., a Florida corporation

INTERSTATE ELECTRONICS CORPORATION, a California corporation

L-3 CHESAPEAKE SCIENCES CORPORATION, a Maryland corporation

L-3 COMMUNICATIONS CINCINNATI ELECTRONICS CORPORATION, an Ohio corporation

L-3 COMMUNICATIONS DYNAMIC POSITIONING AND CONTROL SYSTEMS, INC., a California corporation

L-3 COMMUNICATIONS EO/IR, INC., a Florida corporation

L-3 COMMUNICATIONS MARIPRO, INC., a California corporation

L-3 COMMUNICATIONS MOBILE-VISION, INC., a New Jersey corporation

L-3 COMMUNICATIONS SONOMA EO, INC., a California corporation

L-3 COMMUNICATIONS WESTWOOD CORPORATION, a Nevada corporation

L-3 G.A. INTERNATIONAL, INC., a Florida corporation

L-3 UNMANNED SYSTEMS, INC., a Texas corporation

TITAN FACILITIES, INC., a Virginia corporation

EX-99.1 5 d732915dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Information Relating to Part II, Item 14 — Other Expenses of Issuance and Distribution

The expenses in connection with the issuance and distribution by L-3 Communications Corporation (“L-3 Communications”) of $1,000,000,000 in aggregate principal amount of Senior Notes comprised of: $350,000,000 in aggregate principal amount of 1.50% Senior Notes due 2017 and $650,000,000 in aggregate principal amount of 3.95% Senior Notes due 2024, registered pursuant to L-3 Communications’ and the subsidiary guarantors’ Registration Statement on Form S-3 (File No. 333-188457) filed on May 8, 2013, other than underwriting discounts and commissions, are set forth in the following table. All amounts are estimated except the Securities and Exchange Commission registration fee and the rating agency fees. All of such expenses are being borne by L-3 Communications.


SEC Registration Fee	$	128,800
Rating Agency Fees		1,595,000
Accounting Fees and Expenses		250,000
Legal Fees and Expenses		188,000
Printing Expenses		42,000
Trustee’s Fees and Expenses		*
Blue Sky Fees and Expenses		15,000
Miscellaneous		18,200

Total	$	2,237,000

*	Not applicable – annual fee.